Verano (OTC: VRNOF) plans special meeting on move to Nevada

Rhea-AI Filing Summary

Verano Holdings Corp. filed a current report describing a press release about its upcoming special meeting of stockholders. The meeting will address a proposed continuance of the company from the laws of British Columbia, Canada to the laws of the State of Nevada in the United States. The company has filed meeting materials with the SEC, including a definitive proxy statement filed on September 26, 2025, that provide details on this proposed change. The disclosure notes that Verano’s directors and executive officers may be participants in the proxy solicitation and directs investors and stockholders to review the meeting materials and related documents for important information before making any voting or investment decisions.

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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): October 6, 2025

VERANO HOLDINGS CORP.

(Exact Name of Registrant as Specified in its Charter)

British Columbia DE		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 8.01 Other Events.

On October 6, 2025, Verano Holdings Corp. (the “Company”) issued a press release regarding its upcoming special meeting. A copy of such press release is filed as Exhibit 99.1 to this report.

The information furnished under this item 8.01, including Exhibit 99.1 incorporated by reference herein, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.

Additional Information and Where to Find It

In connection with the proposed continuance of the Company from the laws of British Columbia, Canada to the laws of the State of Nevada in the United States (“Continuance”), the Company has filed the Meeting Materials with the SEC, including a definitive proxy statement, which was filed with the SEC on September 26, 2025. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, STOCKHOLDERS OF THE COMPANY ARE URGED TO CAREFULLY READ THE MEETING MATERIALS (INCLUDING ANY AMENDMENTS AND SUPPLEMENTS THERETO) AND ANY OTHER DOCUMENTS RELATING TO THE PROPOSED CONTINUANCE THAT WILL BE FILED WITH THE SEC OR INCORPORATED BY REFERENCE THEREIN WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED CONTINUANCE. Investors and stockholders are able to obtain copies of the Meeting Materials as described in this press release.

Participants in the Solicitation

The Company and certain of its directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the proposed Continuance. Information about the Company’s directors and executive officers, including a description of their direct or indirect interests, by security holdings or otherwise, is contained in the Company’s proxy statement for its 2025 Annual Meeting of Stockholders filed with the SEC on April 22, 2025. Stockholders may obtain additional information regarding the interests of such participants by reading the Meeting Materials and other relevant materials regarding the proposed Continuance that may be filed with the SEC or incorporated by reference therein when they become available. Investors should read the Meeting Materials carefully before making any voting or investment decisions.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press release issued on October 6, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: October 6, 2025	VERANO HOLDINGS CORP.
	/s/ Laura Kalesnik
	Chief Legal Officer,
	General Counsel and Secretary

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FAQ

What did Verano Holdings Corp. (VRNOF) report in this 8-K?

Verano Holdings Corp. reported that it issued a press release on October 6, 2025 regarding an upcoming special meeting of stockholders and filed that press release as Exhibit 99.1.

What key corporate action is Verano Holdings Corp. (VRNOF) proposing?

The company is proposing a continuance from the laws of British Columbia, Canada to the laws of the State of Nevada in the United States, which will be considered at the special meeting.

What meeting materials has Verano Holdings Corp. (VRNOF) filed with the SEC?

Verano has filed meeting materials with the SEC, including a definitive proxy statement for the proposed continuance, which was filed on September 26, 2025.

How are Verano Holdings Corp. (VRNOF) directors and officers involved in the continuance proposal?

The company states that it and certain directors and executive officers may be deemed participants in the solicitation of proxies for the proposed continuance, with information about their interests available in prior and current proxy materials.

Where can Verano Holdings Corp. (VRNOF) investors find more information about the continuance?

Investors and stockholders can obtain the meeting materials and other documents related to the proposed continuance through the SEC filings referenced in the press release and proxy materials.

Is the press release in this Verano Holdings Corp. (VRNOF) filing considered filed or furnished?

The information under Item 8.01, including Exhibit 99.1, is described as furnished and not deemed filed for purposes of Section 18 of the Exchange Act or incorporated by reference into other Securities Act or Exchange Act filings.