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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): March 16, 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
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
5.02 | Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers |
On
March 16, 2026, John Tipton retired from his position as President of the Southern Region of Verano Holdings Corp., a Nevada corporation
(the “Company”), and from all his positions as an officer, manager and employee of the Company and its subsidiaries.
Mr. Tipton will remain a member of the Company’s Board of Directors.
Upon
his retirement, the Company entered into a consulting agreement with Mr. Tipton as of March 16, 2026 (the “Consulting Agreement”),
pursuant to which Mr. Tipton will provide consulting and advisory services to the Company and its subsidiaries with respect to the Company’s
operations nationally and in the State of Florida, as further detailed in the Consulting Agreement. The term of the Consulting Agreement
will expire on March 16, 2027 which may be extended by mutual agreement of the Company and Mr. Tipton. The Consulting Agreement contains
customary representations, warranties, covenants and confidentiality provisions.
At
the time of Mr. Tipton’s retirement, 168,971 restricted stock units (“RSUs”) and $603,125 of cash awards previously
awarded to Mr. Tipton under the Company’s long term incentive plans vested in full. As an inducement and consideration for Mr.
Tipton entering into the Consulting Agreement and in recognition of his future services under the Consulting Agreement, Mr. Tipton received
909,090 RSUs under the Company’s stock and equity incentive plan, which RSUs vested into an equal number of shares of the Company’s
common stock. Mr. Tipton received a cash payment of $100,000 and is entitled to $35,000 per month during the term of the Consulting Agreement.
The
foregoing description of the Consulting Agreement does not purport to be complete and is qualified, in its entirety, by reference to
the full text and terms of the Consulting Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
| Item
9.01 | Financial
Statements and Exhibits. |
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
Consulting Agreement dated March 16, 2026 between Verano Holdings Corp. and John Tipton |
| 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.
| Date: March 18, 2026 |
VERANO HOLDINGS CORP. |
| |
|
| |
/s/ Laura Marie Kalesnik |
| |
Chief Legal Officer, |
| |
General Counsel and Secretary |
