Verano Holdings Corp. SEC Filings

Verano Holdings Corp. director and officer George Peter Archos reported several equity compensation events involving the company’s Common Stock, par value $0.001, and restricted stock units. The filing shows compensation-related share awards, RSU vesting and settlement, and routine tax withholding, rather than open‑market trading.

Archos received 2,500,000 shares of common stock at a price of $0.00 per share in a grant or award and exercised derivative securities to acquire additional common shares. The company withheld 18,256 shares at $1.17 per share to satisfy income tax obligations, which the footnotes emphasize does not represent a sale. He also received a new grant of 486,111 restricted stock units, each representing a contingent right to one common share, alongside the vesting and settlement of earlier RSU awards on a defined schedule. After these transactions, Archos directly holds over 14.7 million common shares, with additional indirect interests held through entities and a trust.

Verano Holdings Corp. Chief Investment Officer Miles Aaron Nathaniel reported equity compensation activity centered on restricted stock units. On June 1, 2026, he exercised derivative awards into Common Stock in several tranches of 55,241, 31,398 and 23,843 shares. In connection with these settlements, 16,186 shares were withheld at $1.17 per share to cover income tax obligations, which the company notes does not represent an open-market sale. Nathaniel also received a grant of 261,752 new restricted stock units under the Verano Holdings Corp. Stock and Incentive Plan, with future vesting through June 1, 2029. Following these transactions, he directly holds 371,478 shares of Common Stock and maintains a remaining RSU position reported in the filing.

Verano Holdings Corp. updated its executive compensation, granting Chair and CEO George Archos a $2,500,000 cash bonus and 2,500,000 restricted stock units that immediately vested into the same number of common shares on June 1, 2026.

On that date, Archos cancelled his more than five-year-old February 2021 employment agreement but remains Chair, Chief Executive Officer and President. His base salary was raised to $650,000, retroactive to January 1, 2026.

He also received annual long-term incentive awards with a grant date value of $568,750 in RSUs and $568,750 in cash, which vest in three equal installments over three years, subject to his continued employment.

Verano Holdings Corp. announced a 1-for-5 reverse stock split of its common stock, expected to become effective on or about June 11, 2026. Every five existing shares will be combined into one share, and stockholders entitled to fractional shares will receive a cash payment instead.

The total outstanding common shares will be reduced from 364,381,806 to 72,876,361, and authorized common shares will be reduced from 5,000,000,000 to 1,000,000,000. Verano states that the reverse split is intended to support a prospective listing on a major U.S. stock exchange, while leaving ownership percentages largely unchanged apart from minor effects from cashing out very small holdings.

Verano Holdings Corp. reported relatively flat results for the quarter ended March 31, 2026, with revenue of $208.2 million versus $209.8 million a year earlier and a stable gross margin of 47.5%. Retail contributed about two-thirds of sales, supported by new Florida stores and product launches, while wholesale faced competitive pressure.

The company posted a net loss of $17.8 million compared with a $11.5 million loss, mainly due to a $5.7 million loss on extinguishing its 2022 credit facility. It refinanced this with a new $195 million term loan maturing in 2029 and expanded its real-estate-backed revolver to $100 million. Cash from operations improved to $18.6 million, ending the quarter with $74.0 million in cash and total assets of $1.71 billion.

Verano continues to carry significant tax-related liabilities, reflected in an income tax expense of $11.6 million on a pre-tax loss, driven by Section 280E and uncertain tax positions. After quarter-end, a federal order rescheduled medical cannabis to Schedule III and opened a pathway away from 280E for state-licensed medical operations, and the board authorized a share repurchase program for up to 18.2 million shares or $20 million over 12 months.

Verano Holdings Corp. reported first quarter 2026 results and authorized up to $20 million in share repurchases, covering up to 18,219,090 shares, or 5% of its common stock. Revenue was $208 million, up 1% from the prior quarter and down 1% year-over-year, driven by strong retail performance but pressured by wholesale competition and promotions.

Gross profit was $99 million, a 48% margin, while selling, general and administrative expenses were $86 million, or 41% of revenue. The company posted a net loss of $18 million, or 9% of revenue, mainly due to costs tied to repaying its 2022 credit agreement. Adjusted EBITDA was $49 million, or 24% of revenue, and operating cash flow improved to $19 million. Verano ended March 31, 2026 with $74 million in cash, $395 million of total debt and $276 million of working capital, and reiterated 2026 capital expenditure guidance of $30–$50 million.

Verano Holdings Corp. is asking stockholders to vote at its virtual 2026 annual meeting on June 18, 2026. The proxy seeks approval to elect five directors, hold an advisory say-on-pay vote on named executive officer compensation, ratify Macias Gini & O’Connell LLP as auditor for 2026, and reapprove the Verano Stock and Incentive Plan so awards can be granted until June 18, 2029.

The equity plan can cover up to 10% of shares outstanding; as of April 20, 2026, 18,872,735 shares of Common Stock remained available, under 6% of the 364,381,806 shares outstanding on April 24, 2026. Verano operates in 13 U.S. states with 162 retail dispensaries and 14 cultivation and processing facilities totaling over 1.1 million square feet of capacity, and its Common Stock trades on Cboe Canada under “VRNO” and on the OTCQX.

Verano Holdings Corp. Chief People Officer Destiny Lynn Thompson reported equity compensation changes tied to her departure. On April 20, 2026, 51,295 restricted stock units converted into Common Stock, and 12,492 shares were withheld by Verano to cover income tax obligations, not as an open-market sale. Certain restricted stock units granted on June 1, 2024 and June 1, 2025 vested early on April 18, 2026 and settled on April 20, 2026 under a Separation Agreement and General Release. Unvested restricted stock units not subject to accelerated vesting were forfeited and will not vest. After these transactions, Thompson directly owned 303,035 shares of Common Stock.

Verano Holdings Corp. officer Laura Marie Kalesnik reported a tax-related share withholding, not an open-market sale. On March 23, 2026, 6,088 shares of common stock were withheld by the company to cover income tax obligations from restricted stock units that vested March 16, 2026. After this non-market transaction, she directly holds 370,300 shares.