Verano Holdings Corp. — This Schedule 13G/A (Amendment No. 3) states that Eminence Capital, LP and Ricky C. Sandler report shared advisory relationships to certain funds and a separately managed account holding Class A Subordinate Voting Shares of Verano Holdings Corp. The cover data incorporated by reference shows 0% beneficial ownership and zero sole/shared voting and dispositive power attributed to the Reporting Persons. The filing clarifies corporate and business addresses and notes that the statement is not an admission of beneficial ownership under Section 13G.
Positive
None.
Negative
None.
Insights
Neutral disclosure: passive reporting of advisory relationships and no reported beneficial ownership.
The filing documents that Eminence Capital and Ricky C. Sandler serve as adviser/manager to funds and an SMA holding Class A shares, with cover-page entries showing 0% beneficial ownership and 0 voting/dispositive powers. This aligns with a passive, non‑beneficial reporting posture under Rule 13G.
Key dependencies are the accuracy of the cover‑page rows referenced and whether holdings change; subsequent amendments would update ownership if positions move above reporting thresholds.
Key Figures
Form type:SCHEDULE 13G/A (Amendment No. 3)CUSIP:92339H200Percent of class:0%+5 more
8 metrics
Form typeSCHEDULE 13G/A (Amendment No. 3)cover/amendment identifier
CUSIP92339H200Class A Subordinate Voting Shares
Percent of class0%Item 4(b) reported for Reporting Persons
Sole Voting Power0.00cover-page Row 5 incorporated by reference
Shared Voting Power0.00cover-page Row 6 incorporated by reference
Sole Dispositive Power0.00cover-page Row 7 incorporated by reference
Shared Dispositive Power0.00cover-page Row 8 incorporated by reference
Signature date07/02/2026Signed by Ricky C. Sandler
Key Terms
Schedule 13G/A, beneficial ownership, shared dispositive power, SMA
4 terms
Schedule 13G/Aregulatory
"This statement is filed by Eminence Capital, LP and Ricky C. Sandler"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
beneficial ownershipregulatory
"The filing of this statement should not be construed as an admission that any of the Reporting Persons is the beneficial owner"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
shared dispositive powerfinancial
"may be deemed to have shared voting and dispositive power over the Class A Shares"
SMAfinancial
"a separately managed account (the "Eminence SMA")"
A simple moving average (SMA) is a line that tracks the average price of a stock over a set number of past days, smoothing out day-to-day ups and downs so the overall trend is clearer. Think of it as the rolling average of daily temperatures that reveals whether the weather is generally warming or cooling. Investors use SMAs to judge trend direction and spot levels where price often changes course, helping inform buying, selling and risk decisions, though it is not a guarantee of future moves.
What does the Schedule 13G/A filed by Eminence Capital for VRNO state?
It states Eminence Capital and Ricky C. Sandler report advisory relationships to funds and an SMA holding Class A shares and show 0% beneficial ownership, with zero voting and dispositive power reported.
Does the filing show Eminence Capital beneficially owns VRNO shares?
No. The filing incorporates cover-page data indicating 0% beneficial ownership and 0 sole/shared voting and dispositive power attributed to the Reporting Persons in this amendment.
Why does the filing say it is not an admission of beneficial ownership?
The statement clarifies that the Reporting Persons’ advisory role over the Eminence Funds and SMA may create deemed powers, but the filing should not be construed as admitting beneficial ownership for Section 13G purposes.
Who signed the Schedule 13G/A amendment for VRNO?
Ricky C. Sandler signed both on behalf of Eminence Capital as Chief Executive Officer and individually, with signature dates shown as 07/02/2026 on the filing.
What securities class and CUSIP are referenced in this filing?
The filing covers Class A Subordinate Voting Shares, no par value of Verano Holdings Corp., with CUSIP 92339H200 referenced on the cover.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Verano Holdings Corp.
(Name of Issuer)
Class A Subordinate Voting Shares, no par value
(Title of Class of Securities)
92339H200
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
92339H200
1
Names of Reporting Persons
EMINENCE CAPITAL, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
92339H200
1
Names of Reporting Persons
Ricky C. Sandler
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Verano Holdings Corp.
(b)
Address of issuer's principal executive offices:
224 W Hill Street, Suite 400, Chicago, Illinois 60610
Item 2.
(a)
Name of person filing:
This statement is filed by Eminence Capital, LP, a Delaware limited partnership ("Eminence Capital") and Ricky C. Sandler, a U.S. Citizen ("Mr. Sandler," and together with Eminence Capital, the "Reporting Persons").
Eminence Capital serves as the management company or investment adviser to, and may be deemed to have shared voting and dispositive power over the Class A Subordinate Voting Shares, no par value (the "Class A Shares") of Verano Holdings Corp., a British Columbia, Canada corporation (the "Company") held by various investment funds (the "Eminence Funds") and a separately managed account (the "Eminence SMA," and together with the Eminence Funds, the "Eminence Funds and SMA") under its management and control. The general partner of Eminence Capital is Eminence Capital GP, LLC, the sole managing member of which is Mr. Sandler.
Mr. Sandler is the Chief Executive Officer of Eminence Capital and may be deemed to have shared voting and dispositive power with respect to the Class A Shares held by the Eminence Funds and SMA.
The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13G of the Securities Exchange Act of 1934, the beneficial owner of the securities reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the principal business and principal office of Eminence Capital is 399 Park Avenue, 25th Floor, New York, NY 10022. The business address of Mr. Sandler is 399 Park Avenue, 25th Floor, New York, NY 10022.
(c)
Citizenship:
Eminence Capital is a limited partnership organized under the laws of the State of Delaware. Mr. Sandler is a United States citizen.
(d)
Title of class of securities:
Class A Subordinate Voting Shares, no par value
(e)
CUSIP No.:
92339H200
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(b)
Percent of class:
0%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
No person other than the Reporting Persons and the Eminence Funds and SMA is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Class A Shares held by the Eminence Funds and SMA.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
