Verano Hldgs SEC Filings

Verano Holdings Corp. (VRNOF) reported Q3 2025 results. Revenue was $202.8 million with gross profit of $95.2 million and income from operations of $9.3 million. After $28.4 million of income tax expense and $13.2 million of net interest expense, the company posted a net loss of $43.8 million (basic and diluted $(0.12) per share).

Year‑to‑date, operating cash flow was $39.0 million, ending cash was $82.6 million, and inventory stood at $219.7 million. Q3 included a $5.4 million impairment on a held‑for‑sale asset. Segment disclosure showed Q3 Adjusted EBITDA of $53.1 million.

Verano prepaid $50.0 million on its 2022 term loan and established a new $75.0 million revolving credit facility, drawing $50.0 million on September 30, 2025 to fund the prepayment. Total debt was $400.8 million (long‑term $397.8 million). As of October 28, 2025, the company had 361,815,879 Class A subordinate voting shares outstanding.

Verano Holdings Corp. (VRNOF) furnished an earnings press release announcing its financial results for the quarter ended September 30, 2025. The company reported this under Item 2.02 and attached the press release as Exhibit 99.1.

The information was furnished, not filed, pursuant to General Instruction B.2 of the Exchange Act, and is not incorporated by reference into Securities Act or Exchange Act filings.

Verano Holdings Corp. (VRNOF) reported shareholder approval of a plan of arrangement to continue from British Columbia law to Nevada law. At a virtual special meeting, shareholders approved the continuance with 101,714,152 shares voted for (84.8%), 18,147,223 against (15.1%), and 32,066 abstentions (0.1%). As of the record date of September 25, 2025, there were 361,815,879 Class A subordinate voting shares outstanding and entitled to vote.

The company also announced the results via a press release furnished as Exhibit 99.1.

Verano Holdings Corp. (VRNOF) files a definitive proxy statement that includes governance provisions, shareholder voting rules and director/executive beneficial ownership. The Bylaws require a quorum of one-third of shares for stockholder meetings. The filing describes domestication steps: the Company will file Articles of Domestication with the Nevada Secretary of State under Nevada Revised Statutes and related requirements to complete domestication from British Columbia to Nevada. A beneficial ownership table lists major holders among directors and named executive officers: George Archos holds 26,963,356 shares (7.5%), John Tipton holds 3,377,389 shares (1.0%), and all directors and executive officers as a group (thirteen persons) hold 32,804,504 shares (9.1%). The document also details shareholder dissent rights, procedures and timelines for notices, waivers and valuation when dissent is exercised.

Verano Holdings Corp. filed an amended Form 8-K/A to clarify that a previously issued press release about a proposed redomicile from British Columbia to Nevada constitutes solicitation material filed under Rule 14a-12 of the Securities Exchange Act and to add required legal disclaimers under that rule. The amendment references a press release dated September 15, 2025 and includes an Inline XBRL cover page.

Verano Holdings Corp. filed a PRE 14A preliminary proxy statement that includes corporate governance materials and the company's bylaws text. The filing reproduces articles covering share structure, share certificates, transfers, meetings, voting, director powers, indemnification and special rights for subordinate and proportionate voting shares. The filing lists beneficial ownership for executives and directors: All directors and executive officers (13 persons) hold 32,804,504 shares or 9.1% in aggregate; individual holdings disclosed include George Archos: 26,963,356 (7.5%) and John Tipton: 3,377,389 (1.0%). Contact and solicitor information for the petitioner is provided, and procedural court/order fields appear as part of the document.