[8-K] Verano Holdings Corp. Reports Material Event

Rhea-AI Filing Summary

Verano Holdings Corp. amended its senior revolving credit facility, increasing the total lending commitment from $75,000,000 to $100,000,000. The amendment also pushes back the date when all outstanding amounts are due in full from September 29, 2028 to February 28, 2029, giving the company more time before the loan must be repaid. In addition, the borrowing base was revised so the company can borrow up to 80%, instead of 60%, of the appraised value of the pledged real estate, after certain debt is netted out. No new collateral was added, and some real estate can still be released as collateral if specific conditions are met. Verano later issued a press release describing these credit facility changes.

Insights

Credit and capital structure analyst

Verano expands credit capacity and extends its revolver maturity.

Verano Holdings Corp. increased its revolving credit facility commitment from $75,000,000 to $100,000,000. This provides additional borrowing capacity under the existing structure, potentially supporting working capital or growth initiatives within the credit agreement’s limits.

The amendment extends the facility’s final due date from September 29, 2028 to February 28, 2029. The borrowing base advance rate was raised to up to 80% from 60% of appraised real estate collateral, net of certain indebtedness, which can increase usable capacity without adding new collateral.

No additional collateral was pledged, and certain real estate can still be released from the collateral pool when conditions are met, consistent with the original framework. The overall impact on leverage, interest cost, and future borrowing behavior would depend on how much of the expanded revolver Verano ultimately draws over time.

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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): January 12, 2026

VERANO HOLDINGS CORP.

(Exact Name of Registrant as Specified in its Charter)

Nevada

000-56342

98-1583243

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

224 W 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:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			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 o

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. o

Item 1.01 Entry into a Material Definitive Agreement.

On January 12, 2026, Verano Holdings Corp., a Nevada corporation (the “Company”), entered into a First Amendment (the “First Amendment”) to Credit Agreement and Omnibus First Amendment to Credit Documents, to amend the Credit Agreement (the “Revolver”) and related credit documents initially entered into on September 30, 2025, by and among the Company, as a guarantor, certain subsidiaries of the Company from time-to-time party thereto, as borrowers, lenders from time-to-time party thereto, and Chicago Atlantic Admin, LLC, a Delaware limited liability company, as administrative agent for the lenders. The Credit Agreement was previously announced by the Company on October 1, 2025.

The First Amendment increased the lending commitment of the Revolver from $75,000,000 to $100,000,000 and amended the date on which all outstanding amounts are due in full from September 29, 2028 to February 28, 2029. Additionally, the First Amendment amended the borrowing base for the Revolver to an advance rate of up to 80%, rather than 60%, of the appraised value, net of certain indebtedness, of the owned real estate serving as collateral for the Revolver. The First Amendment also includes certain other immaterial updates to the Revolver. No additional collateral was pledged to secure the Revolver and certain real estate may be released as collateral upon specified conditions, as originally provided.

The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment, 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 January 15, 2026, 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						First Amendment to Credit Agreement and Omnibus First Amendment to Credit Documents, dated January 12, 2026, 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 January 15, 2026.
104.0						Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

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.

Dated: January 15, 2026

			By:			/s/ Richard Tarapchak
			Name:			Richard Tarapchak
			Title:			Chief Financial Officer