Verano secures $75M revolver, refinances $50M debt

Verano Holdings Corp. entered into a new Credit Agreement providing a $75,000,000 revolving loan facility secured mainly by owned real estate of certain subsidiaries.

Rhea-AI Filing Summary

Verano Holdings Corp. entered into a new Credit Agreement providing a $75,000,000 revolving loan facility secured mainly by owned real estate of certain subsidiaries. On the September 30, 2025 closing date, the company drew $50,000,000 and used it to prepay outstanding obligations under its 2022 Credit Facility without penalty or premium.

Borrowings under the revolver bear a floating annual interest rate equal to one-month Term SOFR, with a minimum 4% SOFR floor, plus 6%, and mature on September 29, 2028 with no amortization before maturity. The facility is subject to a borrowing base limiting outstanding principal to no more than 60% of the appraised value, net of certain indebtedness, of the pledged real estate. The obligations are guaranteed by Verano on an unsecured basis and include customary covenants and events of default.

Insights

Credit and capital structure analyst

Verano refinances debt with a $75M real estate-backed revolver.

Verano Holdings Corp. arranged a new $75,000,000 revolving credit facility secured primarily by owned real estate of designated subsidiaries. On closing, it drew $50,000,000 to fully prepay an equivalent amount under its 2022 Credit Facility, which removes that prior obligation without penalty while preserving remaining revolver capacity.

The revolver carries a floating interest rate of one-month Term SOFR, subject to a 4% floor, plus a 6% margin, with potential step-ups of up to an additional 6% following specified default events. All amounts are due on September 29, 2028, and the borrowing base limits outstanding principal to no more than 60% of appraised collateral value after certain debt adjustments. Standard negative covenants and cross-default provisions mean Verano’s broader leverage and compliance profile will interact with this facility, while the ability to redraw prepaid amounts and proportionately release collateralized subsidiaries adds structural flexibility.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

FAQ

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

What new financing did Verano Holdings Corp. (VRNOF) enter into?

Verano Holdings Corp. entered into a new Credit Agreement providing a $75,000,000 revolving loan facility with certain subsidiaries as borrowers and Chicago Atlantic Admin, LLC as administrative agent.

How much did Verano draw under the new revolver and how were the funds used?

On the closing date, Verano drew $50,000,000 under the revolver and used the proceeds to prepay $50,000,000 of outstanding obligations under its 2022 Credit Facility without penalty or premium.

What are the key interest terms of Verano’s new revolving credit facility?

Amounts drawn under the revolver bear a floating annual rate equal to one-month Term SOFR, with a 4% SOFR floor, plus 6%. The margin can increase by 3% after an event of default or 6% after a material event of default.

When does Verano’s new revolver mature and are there amortization payments?

All outstanding amounts under the revolver are due in full on September 29, 2028, and no amortization payments are required before that maturity date.

How is the borrowing base for Verano’s revolver determined?

The borrowing base requires the outstanding principal balance to be no more than 60% of the appraised value, net of certain indebtedness, of the owned real estate serving as collateral.

What collateral and guarantees support Verano’s new revolving credit facility?

The obligations are secured by substantially all assets of the Real Estate Subsidiaries, primarily owned real estate, and are guaranteed by Verano Holdings Corp. on an unsecured basis.

What covenants and defaults are included in Verano’s revolver?

The revolver includes customary representations, warranties, and events of default, as well as negative covenants that limit the Real Estate Subsidiaries’ ability to incur additional debt, make guarantees, grant liens, or complete acquisitions and dispositions except as permitted.

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

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Accepted by SEC EDGAR 10/01/2025 - 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): September 30, 2025

VERANO HOLDINGS CORP.

(Exact Name of Registrant as Specified in its Charter)

British ColumbiaA1		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 1.01 Entry into a Material Definitive Agreement.

On September 30, 2025 (the “Closing Date”), Verano Holdings Corp., a British Columbia corporation (the “Company”), entered into a Credit Agreement (the “Revolver”), by and among the Company, as a guarantor, certain subsidiaries of the Company from time-to-time party thereto as borrowers (the “Real Estate Subsidiaries”), lenders from time-to-time party thereto (the “Lenders”), and Chicago Atlantic Admin, LLC, a Delaware limited liability company (“Chicago Atlantic”), as administrative agent for the Lenders.

Principal, Maturity, Security, Interest and Prepayments

The Revolver provides for a $75,000,000 revolving loan facility, $50,000,000 of which was drawn upon the Closing Date and used to prepay, without any penalty or premium, $50,000,000 of outstanding obligations due under the Credit Agreement, dated as of October 27, 2022, by and among the Company, subsidiaries of the Company from time-to-time party thereto, lenders from time-to-time party thereto and Chicago Atlantic, as administrative agent for such lenders (the “2022 Credit Facility”), a copy of which was filed as Exhibit 10.1 to the Company’s Current Report of Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 27, 2022.

Amounts drawn under the Revolver do not require amortization payments and all outstanding amounts are due in full on September 29, 2028. The Revolver provides for a floating annual interest rate on amounts drawn equal to one-month Term SOFR (subject to a minimum 4% SOFR floor) plus 6%, which rate may be increased by 3% upon an event of default or 6% upon a material event of default as provided in the Revolver.

After the Closing Date, the Revolver may be drawn in $2,500,000 increments upon ten business days prior notice and any outstanding amount under the Revolver may be voluntarily prepaid in $2,500,000 increments upon five business days prior notice without any penalty or premium, unless such prepayment occurs within six months of the applicable advance, in which case, such prepayment shall be subject to a six-month interest make whole. Any amounts prepaid may be redrawn subject to the same requirements set forth above. The Revolver is subject to a borrowing base which requires the outstanding principal balance under the Revolver to be equal to or less than 60% of the appraised value, net of certain indebtedness, of the owned real estate serving as collateral for the Revolver from time to time.

The obligations under the Revolver are secured by substantially all of the assets of the Real Estate Subsidiaries, which primarily consistent of owned real estate, and are guaranteed by the Company on an unsecured basis. Additionally, the Revolver allows for the proportionate release of certain Real Estate Subsidiaries upon request of the Company so long as the outstanding principal balance under the Revolver does not exceed 60% of the appraised value, net of certain indebtedness, of the owned real estate serving as collateral after giving effect to such release.

Representations, Warranties, Events of Default and Certain Covenants

The Revolver includes customary representations and warranties and customary events of default, including, without limitation, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to other indebtedness, and events of bankruptcy and insolvency, among others.

The Revolver also includes customary negative covenants, including, without limitation, limiting the Real Estate Subsidiaries’ ability to (a) incur additional indebtedness, make guarantees and grant liens that are otherwise not permitted, and (b) enter into or consummate acquisitions or dispositions that are not otherwise permitted, among others.

The foregoing description of the Revolver does not purport to be complete and is qualified in its entirety by reference to the full text of the Revolver, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 8.01 Other Events

On October 1, 2025, the Company issued a press release announcing the Revolver described in Item 1.01 above. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 8.01.

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
10.1		Revolver, dated September 30, 2025, by and among Verano Holdings Corp., certain subsidiaries of Verano Holdings Corp. from time-to-time party thereto, certain lenders from time-to-time party thereto, and Chicago Atlantic Admin, LLC, as administrative agent for the lenders.*
99.1		Press Release, dated October 1, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain confidential portions of this exhibit have been omitted and replaced with “[***]”. Such identified information has been excluded from this exhibit because it (i) is not material and (ii) would likely cause competitive harm to the company if disclosed.

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 1, 2025	By:	/s/ Richard Tarapchak
	Name:	Richard Tarapchak
	Title:	Chief Financial Officer