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Verano Holdings Corp. is a vertically integrated U.S. cannabis operator with businesses in 13 states, including 160 retail dispensaries and 14 cultivation and processing facilities with over 1.1 million square feet of cultivation capacity as of March 10, 2026. Its portfolio spans medical and adult-use products under brands such as Verano, MÜV, Zen Leaf and others, sold through company-operated and third‑party retail channels.
The company operates entirely in U.S. cannabis, which remains illegal under federal law despite extensive state-level legalization. The filing highlights significant regulatory uncertainty around potential federal rescheduling following a December 18, 2025 executive order directing agencies to expedite moving cannabis to Schedule III, which could ease tax burdens but would not fully legalize adult use.
Verano details a leveraged capital structure and recent refinancing steps. A $350 million senior secured term loan entered in 2022 has been partially prepaid and fully refinanced. The company added a real estate-backed revolving credit facility, expanded it from $75 million to $100 million, and on March 11, 2026 closed a new $195 million senior secured term loan maturing in 2029, using Revolver borrowings and the new term loan to retire the 2022 facility, including a prepayment premium.
Verano Holdings Corp. reported fourth quarter 2025 revenue of $207 million, up slightly from the prior quarter but below the prior year, with gross margin improving to 51%. The quarter still produced a sizable net loss of $183 million, largely due to impairment charges, though Adjusted EBITDA was $56 million, or 27% of revenue.
For full year 2025, revenue was $822 million, down from $879 million in 2024, while net loss narrowed to $258 million as impairments and operating expenses declined. Adjusted EBITDA reached $229 million with $53 million of operating cash flow and $41 million of capital expenditures.
The company highlighted a strengthened balance sheet strategy, closing a new $195 million senior secured term loan at an initial 9.5% annual interest rate and drawing the remaining $50 million under its revolving credit facility to refinance its 2022 credit agreement. As of December 31, 2025, Verano held $83 million in cash, $400 million of total debt and 363,245,512 common shares outstanding, operating 160 dispensaries and 14 production facilities across 13 U.S. states.
Verano Holdings Corp. VP and Corporate Controller Josh Heine reported routine equity compensation activity tied to previously granted restricted stock units. He settled 817 vested RSUs into an equal number of common shares at a conversion price of $0.00 per share.
To cover income tax obligations, 283 of those common shares were withheld by the company at $1.29 per share, which the footnotes state does not represent a market sale. After these transactions, Heine directly holds 4,122 common shares and 27,981 restricted stock units that continue to vest under the company’s stock and incentive plan.
Verano Holdings Corp. amended its senior revolving credit facility, increasing the total lending commitment from $75,000,000 to $100,000,000. The amendment also pushes back the date when all outstanding amounts are due in full from September 29, 2028 to February 28, 2029, giving the company more time before the loan must be repaid. In addition, the borrowing base was revised so the company can borrow up to 80%, instead of 60%, of the appraised value of the pledged real estate, after certain debt is netted out. No new collateral was added, and some real estate can still be released as collateral if specific conditions are met. Verano later issued a press release describing these credit facility changes.
Verano Holdings Corp. insider George Archos has updated his reported ownership of the company’s common stock. As of January 8, 2026, he may be deemed to beneficially own 26,655,532 shares of common stock, or about 7.3% of the class, including 8,843 shares underlying currently exercisable stock options granted under the company’s stock and incentive plan. Related entities he controls include Archos Capital Group, LLC with 4,420,790 shares (about 1.2%), Copperstone Trust with 1,817,688 shares (about 0.5%), and GP Management Group, LLC with 5,733,816 shares (about 1.6%).
On December 1, 2025, 132,639 restricted stock units held by Mr. Archos vested, resulting in 100,340 net shares issued after 32,299 shares were withheld for taxes. The amendment also notes that a prior security interest over 2,500,000 shares of common stock held by Archos Capital has been released after loan obligations were paid in full, and other stock-pledge security interests related to loans made by Mr. Archos have also been terminated.
Verano Holdings Corp. CEO and director reported equity transactions involving restricted stock units. On December 1, 2025, vested restricted stock units were settled into 132,639 shares of common stock at an exercise price of $0, increasing his directly held common shares to 14,706,694. The same day, 32,299 shares of common stock were withheld at $0.91 per share to cover income tax obligations related to the net settlement, which is explicitly described as not a sale, leaving 14,674,395 shares directly owned.
In addition to direct holdings, he reports indirect ownership of common shares through several entities, including GP Management Group, LLC, Copperstone Trust, E&P Archos Holdings, LLC, E&P Archos Holdings II, LLC, and Archos Capital Group, LLC. Some restricted stock units granted under the Verano Holdings Corp. Stock and Incentive Plan have vested and settled, while others continue to vest in stages through December 1, 2026.
Verano Holdings Corp. Chief Operating Officer Form 4 activity shows equity awards vesting, tax withholding, and a small programmed sale. On December 1, 2025, vested restricted stock units were settled into 96,827 shares of common stock at an exercise price of $0, increasing the officer’s direct holdings. The issuer then withheld 27,839 shares at a price of $0.91 to cover tax obligations, which is recorded as a disposition but not a market sale. On December 2, 2025, the officer sold 3,451 shares of common stock at $0.95 under a Rule 10b5-1 trading plan adopted on September 5, 2025, leaving 270,157 common shares directly owned. The filing also details multiple restricted stock unit grants from 2023 and 2024 that vest in 25% increments through December 1, 2026, with remaining unvested and unsettled units reported as derivative securities.
Verano Holdings Corp. reported insider equity activity by its Chief Marketing Officer. On December 1, 2025, vested restricted stock units were settled into 69,334 shares of common stock at an exercise price of $0, increasing the officer’s directly held stake to 260,708 shares. That same day, 20,316 shares were withheld by Verano at $0.91 per share to cover income tax obligations tied to the RSU settlement, which is classified as a disposition but not an open-market sale. On December 2, 2025, the officer sold 4,903 shares at $0.95 per share under a pre-arranged Rule 10b5-1 trading plan, leaving 235,489 shares of common stock directly owned. The officer continues to hold multiple blocks of restricted stock units granted under the Verano Holdings Corp. Stock and Incentive Plan, which vest in stages through December 1, 2026.
Verano Holdings Corp.'s Chief People Officer Destiny Lynn Thompson settled vested restricted stock units into 87,647 shares of common stock on December 1, 2025. 25,682 shares were withheld at $0.91 to cover taxes and are not a sale. She now holds 264,232 common shares and 131,754 restricted stock units directly.
Verano Holdings Corp. reported a Form 4 transaction for its Chief Financial Officer involving the settlement of restricted stock units into common shares. On December 1, 2025, vested restricted stock units converted into 64,945 shares of common stock, par value $0.001, at a reported price of $0 per share, increasing the officer’s directly held common stock to 252,221 shares.
On the same date, 19,030 shares of common stock were withheld at a price of $0.91 per share to cover income tax withholding and remittance obligations, leaving 233,191 shares of common stock held directly. The filing also shows derivative holdings: after exercises of restricted stock units covering 43,164 shares and 21,781 shares, the officer continues to hold 177,039 and 155,258 restricted stock units, respectively, each representing a contingent right to receive one share of common stock on future vesting dates.