Verano Holdings Corp. (VRNOF) SEC Filings, Sep-Nov 2025

Verano Holdings Corp. (VRNOF) — Schedule 13G/A (Amendment No. 2): Eminence Capital, LP and Ricky C. Sandler reported beneficial ownership of 27,786,719 Class A Subordinate Voting Shares, representing 7.7% of the class.

The filing shows shared voting and dispositive power over 27,786,719 shares and no sole power. The percentage is calculated using 361,815,879 Class A shares outstanding as of September 25, 2025, as referenced from the company’s proxy statement. The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.

Verano Holdings Corp. (VRNOF) reported Q3 2025 results. Revenue was $202.8 million with gross profit of $95.2 million and income from operations of $9.3 million. After $28.4 million of income tax expense and $13.2 million of net interest expense, the company posted a net loss of $43.8 million (basic and diluted $(0.12) per share).

Year‑to‑date, operating cash flow was $39.0 million, ending cash was $82.6 million, and inventory stood at $219.7 million. Q3 included a $5.4 million impairment on a held‑for‑sale asset. Segment disclosure showed Q3 Adjusted EBITDA of $53.1 million.

Verano prepaid $50.0 million on its 2022 term loan and established a new $75.0 million revolving credit facility, drawing $50.0 million on September 30, 2025 to fund the prepayment. Total debt was $400.8 million (long‑term $397.8 million). As of October 28, 2025, the company had 361,815,879 Class A subordinate voting shares outstanding.

Verano Holdings Corp. (VRNOF) furnished an earnings press release announcing its financial results for the quarter ended September 30, 2025. The company reported this under Item 2.02 and attached the press release as Exhibit 99.1.

The information was furnished, not filed, pursuant to General Instruction B.2 of the Exchange Act, and is not incorporated by reference into Securities Act or Exchange Act filings.

Verano Holdings Corp. (VRNOF) reported shareholder approval of a plan of arrangement to continue from British Columbia law to Nevada law. At a virtual special meeting, shareholders approved the continuance with 101,714,152 shares voted for (84.8%), 18,147,223 against (15.1%), and 32,066 abstentions (0.1%). As of the record date of September 25, 2025, there were 361,815,879 Class A subordinate voting shares outstanding and entitled to vote.

The company also announced the results via a press release furnished as Exhibit 99.1.

Verano Holdings Corp. filed a current report describing a press release about its upcoming special meeting of stockholders. The meeting will address a proposed continuance of the company from the laws of British Columbia, Canada to the laws of the State of Nevada in the United States. The company has filed meeting materials with the SEC, including a definitive proxy statement filed on September 26, 2025, that provide details on this proposed change. The disclosure notes that Verano’s directors and executive officers may be participants in the proxy solicitation and directs investors and stockholders to review the meeting materials and related documents for important information before making any voting or investment decisions.

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.

Verano Holdings Corp. (VRNOF) files a definitive proxy statement that includes governance provisions, shareholder voting rules and director/executive beneficial ownership. The Bylaws require a quorum of one-third of shares for stockholder meetings. The filing describes domestication steps: the Company will file Articles of Domestication with the Nevada Secretary of State under Nevada Revised Statutes and related requirements to complete domestication from British Columbia to Nevada. A beneficial ownership table lists major holders among directors and named executive officers: George Archos holds 26,963,356 shares (7.5%), John Tipton holds 3,377,389 shares (1.0%), and all directors and executive officers as a group (thirteen persons) hold 32,804,504 shares (9.1%). The document also details shareholder dissent rights, procedures and timelines for notices, waivers and valuation when dissent is exercised.

Verano Holdings Corp. filed an amended Form 8-K/A to clarify that a previously issued press release about a proposed redomicile from British Columbia to Nevada constitutes solicitation material filed under Rule 14a-12 of the Securities Exchange Act and to add required legal disclaimers under that rule. The amendment references a press release dated September 15, 2025 and includes an Inline XBRL cover page.

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.