Verano Holdings (VRNOF) details proposed redomicile from Canada to Nevada

Rhea-AI Filing Summary

Verano Holdings Corp. filed a report stating that it issued a press release about a proposed move of its legal home from British Columbia, Canada to the U.S. state of Nevada. This type of change, known as a redomicile, would shift the company’s place of incorporation but the filing does not describe further details or effects of the proposal.

The press release describing the proposed redomicile is included as Exhibit 99.1, and the company notes that this information is being furnished, not filed, which limits how it is treated under U.S. securities laws.

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, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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 15, 2025

VERANO HOLDINGS CORP.

(Exact Name of Registrant as Specified in its Charter)

British Columbia A1		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 September 15, 2025, Verano Holdings Corp. (the “Company”) issued a press release regarding its proposed redomicile from British Columbia, Canada to the U.S. state of Nevada. 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 September 15, 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: September 15, 2025	VERANO HOLDINGS CORP.
		/s/ Laura Marie Kalesnik
		Chief Legal Officer,
		General Counsel and Secretary

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FAQ

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

Verano Holdings Corp. disclosed that it issued a press release about its proposed redomicile from British Columbia, Canada to the U.S. state of Nevada, and attached the press release as Exhibit 99.1.

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

Verano Holdings Corp. is proposing to change its place of incorporation, or redomicile, from British Columbia, Canada to the U.S. state of Nevada.

Where can investors find more details on Verano Holdings Corp.’s proposed redomicile?

More details are contained in the press release filed as Exhibit 99.1 to the report, which discusses Verano Holdings Corp.’s proposed redomicile to Nevada.

How is the Verano Holdings Corp. (VRNOF) press release treated under U.S. securities laws?

The company states that the information under item 8.01, including Exhibit 99.1, is being furnished and not filed, meaning it is not subject to Section 18 liability and is not automatically incorporated into Securities Act or Exchange Act filings.

Does this 8-K filing describe financial results for Verano Holdings Corp. (VRNOF)?

No, this report focuses on the company’s press release about a proposed redomicile to Nevada and does not present financial results.

Who signed the Verano Holdings Corp. (VRNOF) 8-K related to the proposed redomicile?

The report was signed on behalf of Verano Holdings Corp. by Laura Marie Kalesnik, Chief Legal Officer, General Counsel and Secretary.