Verano (VRNOF) OKs Nevada continuance with 84.8% shareholder vote

Verano Holdings Corp. (VRNOF) reported shareholder approval of a plan of arrangement to continue from British Columbia law to Nevada law.

Rhea-AI Filing Summary

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.

Insights

Corporate governance analyst

Shareholders approved redomiciling to Nevada with strong support.

Verano Holdings received shareholder approval to continue from British Columbia to Nevada, a move that can streamline corporate governance under U.S. state law. The vote passed with 84.8% support, indicating broad backing among participating holders.

The approval is a corporate legal change rather than an operational shift. The filing lists the vote breakdown and record-date share count; cash-flow effects are not discussed. Any subsequent steps would follow applicable corporate and regulatory processes.

Key figures: 101,714,152 for, 18,147,223 against, 32,066 abstain; record date shares 361,815,879 as of September 25, 2025. Further details may appear in future disclosures if required.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Verano Holdings (VRNOF) shareholders approve?

They approved a special resolution for a plan of arrangement involving the continuance of the company from British Columbia law to Nevada law.

What were the Verano (VRNOF) special meeting vote results?

For: 101,714,152 (84.8%), Against: 18,147,223 (15.1%), Abstentions: 32,066 (0.1%).

How many VRNOF shares were entitled to vote at the special meeting?

There were 361,815,879 Class A subordinate voting shares outstanding and entitled to vote as of September 25, 2025.

What is the purpose of the Verano plan of arrangement?

It involves, among other things, continuing the company from the laws of British Columbia, Canada to the laws of the State of Nevada in the United States.

Did Verano issue a press release about the vote?

Yes. The company furnished a press release announcing the voting results as Exhibit 99.1.

Does this 8-K discuss any financial impact from the change?

No. The report presents the shareholder vote results and related disclosure about the continuance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/28/2025 - 07:15 AM Learn about SEC filing dates

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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 27, 2025

VERANO HOLDINGS CORP.

(Exact Name of Registrant as Specified in its Charter)

British ColumbiaDE		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 60610

(Address of Principal Executive Offices) (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 5.07 Submission of Matters to a Vote of Security Holders.

On October 27, 2025, Verano Holdings Corp. (the “Company”) held a special meeting of shareholders (the “Special Meeting”) virtually. As of the close of business on the record date of September 25, 2025, there were 361,815,879 Class A subordinate voting shares of the Company and 0 Class B subordinate voting shares of the Company outstanding and entitled to vote at the Special Meeting.

At the Special Meeting, the following proposal was submitted to a vote of the Company’s shareholders, with the final voting results indicated below:

The Company’s shareholders passed a special resolution to approve a plan of arrangement under Section 288 of the Business Corporations Act (British Columbia) involving, among other things, the continuance of the Company from the laws of British Columbia, Canada to the laws of the State of Nevada in the United States.

Shares Voted For		Shares Voted Against		Abstentions
101,714,152 (84.8%)		18,147,223 (15.1%)		32,066 (0.1%)

Item 8.01 Other Events.

On October 28, 2025, Verano Holdings Corp. (the “Company”) issued a press release announcing the voting results from the 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press release issued on October 28, 2025
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.

	VERANO HOLDINGS CORP.
Date: October 28, 2025	By:	/s/ Laura Marie Kalesnik
	Name:	Laura Marie Kalesnik
	Title:	Chief Legal Officer, General Counsel and Secretary