Verano Holdings Corp. — fact timeline

Verano Holdings Corp. shareholders approved Reapproval of Verano Holdings Corp. Stock and Incentive Plan at the 2026-06-18 meeting.

“Proposal No. 4 : The Company’s stockholders reapproved the existing Verano Holdings Corp. Stock and Incentive Plan and approved all unallocated entitlements thereunder, and that the Company be able to grant awards under the Equity Plan until June 18, 2029. The results of the vote taken are as follows: Shares Voted Against Abstentions Broker Non-Votes 60,296,224 (93.87%) 3,588,506 (5.58%) 343,978 (0.53%) 70,910,643”

Verano Holdings Corp. shareholders approved Ratification of Macias Gini & O’Connell LLP as independent auditor for 2026 at the 2026-06-18 meeting.

“Proposal No. 3 : The Company’s stockholders ratified the appointment of Macias Gini & O’Connell LLP (“MGO”) as the Company’s independent registered public accounting firm for the year ending December 31, 2026. The results of the vote taken are as follows: Shares Voted Against Abstentions 132,946,148 (98.37%) 1,397,949 (1.03%) 795,254 (0.58%)”

Verano Holdings Corp. shareholders approved Non-binding advisory vote on executive compensation at the 2026-06-18 meeting.

“Proposal No. 2: The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s Named Executive Officers (the “Say-on-Pay Vote”). The results of the vote taken are as follows: Shares Voted Against Abstentions Broker Non-Votes 60,147,000 (93.64%) 3,497,620 (5.44%) 584,088 (0.90%) 70,910,643”

Verano Holdings Corp. shareholders approved Election of five directors at the 2026-06-18 meeting.

“Proposal No. 1 : The Company’s stockholders elected the following five directors to serve as directors of the Board for terms expiring at the Company’s 2027 Annual Meeting of Stockholders and until their successors are duly elected or appointed and qualified. The results of the vote taken are as follows: Shares Voted For Withheld Broker Non-Votes George Archos 58,960,500 (91.80%) 5,268,208 (8.20%) 70,910,643 Lawrence Hirsh 63,210,484 (98.41%) 1,018,224 (1.59%) 70,910,643 Charles Mueller 63,431,423 (98.76%) 797,285 (1.24%) 70,910,643 Cristina Nuñez 63,270,054 (98.51%) 958,654 (1.49%) 70,910,643 John Tipton 51,528,299 (80.23%) 12,700,409 (19.77%) 70,910,643”

Verano Holdings Corp.: The Company filed a Certificate of Change with the Secretary of State of Nevada to effect a 1-for-5 reverse stock split of common stock and reduce authorized shares from 5,000,000,000 to 1,000,000,000, effective June 11, 2026 (effective 2026-06-11).

“As previously disclosed, on June 2, 2026, Verano Holdings Corp. (the “Company”) filed a Certificate of Change (the “Certificate of Change”) with the Secretary of State of the State of Nevada to effectuate a 1-for-5 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, accompanied by a proportionate reduction in the number of authorized shares of common stock.”

Verano Holdings Corp.: 1-for-5 reverse stock split effectuated by filing a Certificate of Change with the Nevada Secretary of State (effective 2026-06-11).

“On June 2, 2026, Verano Holdings Corp. (the “ Company ”) filed a Certificate of Change (the “ Certificate of Change ”) with the Secretary of State of the State of Nevada to effectuate a 1-for-5 reverse stock split (the “ Reverse Stock Split ”) of the Company’s issued and outstanding shares of common stock. The Reverse Stock Split is expected to become effective at 12:01 a.m. Pacific Time on June 11, 2026, and the Company’s common stock is expected to begin trading on a split-adjusted basis when the market opens on June 11, 2026.”

Verano Holdings Corp. reported the quarter ended March 31, 2026 results: revenue $208 million, net income $(18) million. Guidance reaffirmed.

“Revenues, net of discounts, of $208 million, an increase of 1% versus the prior quarter, and a decrease of 1% year-over-year. • Gross profit of $99 million or 48% of revenue. • SG&A expenses of $86 million or 41% of revenue. • Net Loss of $(18) million or (9)% of revenue.”

Verano Holdings Corp. reported financial results for the quarter and fiscal year ended December 31, 2025.

“Verano Holdings Corp. (the “Company”) issued a press release (the “Earnings Press Release”) announcing its financial results for the quarter and fiscal year ended December 31, 2025.”

Verano Holdings Corp. amended First Amendment with Chicago Atlantic Admin, LLC (effective 2026-01-12).

“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.”

Verano Holdings Corp.: The company adopted new bylaws effective upon the continuance from British Columbia to Nevada (effective 2025-11-04).

“In addition, the Company adopted bylaws, which became effective on the Effective Date, a copy of which is attached hereto as Exhibit 3.3 (the " Bylaws ").”

Verano Holdings Corp.: The company continued from British Columbia to Nevada, adopting new Articles of Incorporation and Bylaws, and adjusting its capital structure by exchanging Subordinate Voting Shares for Common Stock (effective 2025-11-04).

“In connection with the Continuance, the Company filed with the Secretary of State of the State of Nevada: (i) the Articles of Domestication, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference; and (ii) the Articles of Incorporation, a copy of which is attached hereto as Exhibit 3.2 and incorporated herein by reference. In addition, the Company adopted bylaws, which became effective on the Effective Date, a copy of which is attached hereto as Exhibit 3.3 (the " Bylaws ").”

Verano Holdings Corp. incurred revolving credit of $75,000,000 with Chicago Atlantic Admin, LLC at one-month Term SOFR (subject to a minimum 4% SOFR floor) plus 6% maturing September 29, 2028.

“The Revolver provides for a $75,000,000 revolving loan facility, $50,000,000 of which was drawn upon the Closing Date”

Richard Tarapchak was appointed as Chief Financial Officer at Verano Holdings Corp..

“On April 11, 2025, Richard Tarapchak was promoted and appointed as the Chief Financial Officer of the Company and its subsidiaries and was designated as the Company’s Principal Financial Officer.”

Brett Summerer resigned as Chief Financial Officer at Verano Holdings Corp..

“On April 14, 2025, Verano Holdings Corp., a British Columbia corporation (the “ Company ”), announced that Brett Summerer resigned as Chief Financial Officer of the Company and from all officer and other positions with its subsidiaries.”

Verano Holdings Corp. completed an acquisition involving The Cannabist Company Holdings Inc. for $5.1 million (closed 2024-08-16).

“Pursuant to the SWC EPA, the Arizona Buyer purchased all of the issued and outstanding equity interests of SWC from the SWC Members for total consideration of $5.1 million, payable in cash”

Verano Holdings Corp. completed an acquisition involving The Cannabist Company Holdings Inc. for $9.9 million (closed 2024-08-16).

“Pursuant to the Organix EPA, the Arizona Buyer purchased all of the issued and outstanding equity interests of Organix from the Arizona Member for total consideration of $9.9 million, payable in cash”

Verano Holdings Corp. completed an acquisition involving The Cannabist Company Holdings Inc. for $90 million (closed 2024-08-21).

“Pursuant to the Virginia EPA, the Virginia Buyer purchased all of the issued and outstanding equity interests of CC East Virginia from the Virginia Members for total consideration of $90 million, subject to adjustments as set forth in the Virginia EPA”

Verano Holdings Corp. reported the first quarter ended March 31, 2024 results: revenue $221 million, net income $(5) million.

“document filed under the Securities Act of 1933, as amended, or the Exchange Act. --- EX-99.1 (EX-99.1) --- Verano Announces First Quarter 2024 Financial Results Generated $221 Million in Revenue, Exceeding Guidance Increased Gross Profit Margin by Nearly 300 Basis Points Year Over Year CHICAGO, May 8, 2024 (GLOBE NEWSWIRE) – Verano Holdings Corp. (Cboe CA:”

Verano Holdings Corp. reported the fiscal year ended December 31, 2023 results: revenue $938 million, net income $(117) million.

“Full Year 2023 Financial Highlights • Revenue of $938 million, an increase of 7% year-over-year. • Gross profit of $475 million or 51% of revenue. • SG&A expense of $332 million or 35% of revenue. • Net loss of $(117) million or (13)% of revenue. • Adjusted EBITDA 2 of $305 million or 32% of revenue. • Net cash provided by operating activities of $110 million. • Capital expenditures of $36 million. • Free cash flow 1 of $73 million.”

Verano Holdings Corp. reported the fourth quarter ended December 31, 2023 results: revenue $237 million, net income $(77) million.

“Fourth Quarter 2023 Financial Highlights • Revenue of $237 million, an increase of 5% year-over-year, and decrease of 1% versus the prior quarter. • Gross profit of $118 million or 50% of revenue. • SG&A expense of $86 million or 36% of revenue. • Net loss of $(77) million or (33)% of revenue. • Adjusted EBITDA 2 of $73 million or 31% of revenue. • Net cash provided by operating activities of $32 million. • Capital expenditures of $10 million. • Free cash flow 1 of $23 million.”

Verano Holdings Corp. updated its the fourth quarter and full year ended December 31, 2023 guidance (initiated).

“Verano Holdings Corp. (the “Company”) issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2023.”

Verano Holdings Corp. reported financial results for the fourth quarter and year ended December 31, 2023.

“On February 29, 2024, Verano Holdings Corp. (the “Company”) issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2023.”

Verano Holdings Corp. incurred loan of $27,998,750 with First Federal Bank at 8.34% maturing December 26, 2028.

“The Loan Agreements provide for $27,998,750 in principal borrowings and require sixty monthly installment payments based on a 300-month amortization schedule. All unpaid principal and interest is due in full on December 26, 2028.”

Verano Holdings Corp. entered into Loan Agreement with First Federal Bank valued at $27,998,750 (effective 2023-12-26).

“On December 26, 2023, a subsidiary of Verano Holdings Corp. (the “Company”) as the borrower (“ Borrower ”), entered into a Loan Agreement (the “ Agreement ”), with First Federal Bank (“ Lender ”).”

Verano Holdings Corp. reported the third quarter ended September 30, 2023 results: revenue $240,088, net income (17,842). Guidance raised.

“the future.” Third Quarter 2023 Financial Highlights For the Three Months Ended, ($ in thousands) September 30, 2023 June 30, 2023 September 30, 2022 Revenues, net of Discounts $ 240,088 $ 234,115 $ 227,588 Gross Profit 133,220 115,191 122,994 Income from Operations 40,288 30,430 37,075 Net Loss Attributable to Verano Holdings Corp. & Subsidiaries (17,842)”

Verano Holdings Corp. reported second quarter ended June 30, 2023 results: revenue $234,115, net income $(13,061) million. Guidance raised.

“remainder of 2023." Second Quarter 2023 Financial Highlights For the Three Months Ended ($ in thousands) June 30, 2023 March 31, 2023 June 30, 2022 Revenues, net of Discounts $ 234,115 $ 227,060 $ 223,662 Gross Profit 115,191 109,185 98,115 Income (Loss) from Operations 30,430 33,782 (2,292) Net Loss Attributable to Verano Holdings Corp. & Subsidiaries (13,061)”

Charles Frederick Mueller was appointed as Member of the Board of Directors at Verano Holdings Corp..

“the Board appointed John Allen Tipton, the Company’s President of the Southern Region, and Charles Frederick Mueller to serve as members of the Board, effective immediately.”

John Allen Tipton was appointed as Member of the Board of Directors at Verano Holdings Corp..

“the Board appointed John Allen Tipton, the Company’s President of the Southern Region, and Charles Frederick Mueller to serve as members of the Board, effective immediately.”

R. Michael Smullen resigned as Member of the Board of Directors at Verano Holdings Corp..

“On July 19, 2023, R. Michael Smullen, a member of the board of directors (the “ Board ”) of Verano Holdings Corp., a British Columbia corporation (the “ Company ”), informed the Company of his intention to resign from the Board and on July 19, 2023 the Board accepted Mr. Smullen’s resignation.”

Verano Holdings Corp. shareholders approved Approval of Stock and Incentive Plan and unallocated awards at the 2023-06-22 meeting.

“Proposal No. 4 : The Company’s shareholders approved the Company’s Stock and Incentive Plan and the unallocated awards thereunder. The results of the vote taken are as follows: Shares Voted For Shares Voted Against 106,930,263 (90.32%) 11,457,969 (9.68%)”

Verano Holdings Corp. shareholders approved Appointment of Macias Gini & O’Connell LLP as auditors and authorization to fix remuneration at the 2023-06-22 meeting.

“Proposal No. 3 : The Company’s shareholders approved the appointment of Macias Gini & O’Connell LLP (“MGO”) as the auditors for the Company and the authorization of the Board to fix MGO’s remuneration and terms of engagement. The results of the vote taken are as follows: Shares Voted For Abstentions 147,881,271 (99.76%) 353,161 (0.24%)”

Verano Holdings Corp. shareholders approved Election of four directors at the 2023-06-22 meeting.

“Proposal No. 2 : The Company’s shareholders elected the following four directors to serve as directors of the Board for terms expiring at the Company’s 2024 Annual General Meeting of Shareholders. The results of the vote taken are as follows: Shares Voted For Abstentions George Archos 116,029,037 (98.01%) 2,359,195 (1.99%) R. Michael Smullen 113,074,827 (95.51%) 5,313,405 (4.49%) Lawrence Hirsh 115,754,705 (97.78%) 2,633,527 (2.22%) Cristina Nuñez 110,523,022 (93.36%) 7,865,210 (6.64%)”

Verano Holdings Corp. shareholders approved Set number of directors at four at the 2023-06-22 meeting.

“Proposal No. 1 : The Company’s shareholders elected to set the number of directors of the Company’s board of directors (the “Board”) at four, subject to such increases as may be permitted by the Articles of the Company. The results of the vote taken are as follows: Shares Voted For Shares Voted Against 144,574,955(97.53%) 3,659,477(2.47%)”

Laura Kalesnik was appointed as Chief Legal Officer, General Counsel and Secretary at Verano Holdings Corp..

“Laura Kalesnik was promoted from Executive Vice President, Deputy General Counsel to Chief Legal Officer, General Counsel and Secretary of the Company.”

David Spreckman was appointed as Chief Marketing Officer at Verano Holdings Corp..

“David Spreckman was promoted from Executive Vice President of Marketing to Chief Marketing Officer of the Company.”

Trip McDermott was appointed as Chief Operating Officer at Verano Holdings Corp..

“Trip McDermott, age 35, was appointed Chief Operating Officer of the Company.”

Darren Weiss was appointed as President at Verano Holdings Corp..

“President Darren Weiss, age 39, resigned from his officer positions as Chief Operating Officer, Chief Legal Officer, General Counsel and Secretary of the Company, and immediately thereafter Mr. Weiss was appointed as President of the Company.”

John Tipton was appointed as President of the Southern Region at Verano Holdings Corp..

“President of the Southern Region John Tipton resigned from his officer position as President of the Company and immediately thereafter Mr. Tipton was appointed to the new office of President of the Southern Region of the Company.”

Verano Holdings Corp. reported first quarter ended March 31, 2023 results: revenue $227 million, net income $(9) million. Guidance reaffirmed.

“First Quarter 2023 Financial Highlights For the Three Months Ended ($ in thousands) March 31, 2023 December 31, 2022 March 31, 2022 Revenues, net of discounts $ 227,060 $ 225,927 $ 202,235 Gross Profit 109,185 103,336 98,617 Income (Loss) from Operations 33,782 (206,977) 11,062 Net Loss Attributable to Verano Holdings Corp. & Subsidiaries (9,237) (216,110) (214) Adjusted EBITDA 2 70,635 78,713 87,202 • Revenue of $227 million increased 12% year-over-year and increased 1% versus the prior quarter. • Gross profit of $109 million or 48% of revenue. • SG&A expense of $75 million or 33% of revenue. • Net loss of $(9) million. • Adjusted EBITDA 2 of $71 million or 31% of revenue. • Cash Flow from Operations of $17 million. • Capital expenditures of $9 million. • Free Cash Flow 1 of $8 million.”

Verano Holdings Corp. reported financial results for the fourth quarter and year ended December 31, 2022.

“today announced its financial results for the fourth quarter and year ended December 31, 2022”

Edward Brown resigned as member of the board of directors at Verano Holdings Corp..

“On February 7, 2023, Edward Brown, a member of the board of directors (the “ Board ”) of Verano Holdings Corp., a British Columbia corporation (the “ Company ), informed the Company of his intention to resign from the Board and its Audit and Compensation Committees, effective on February 8, 2023, because of his return to the alcohol industry.”

Verano Holdings Corp. reported the third quarter ended September 30, 2022 results: revenue $228 million, net income $(43) million.

“• Q3 2022 revenue increased 2% versus the prior quarter and 10% year-over-year to $228 million. ◦ Revenue growth versus the year-ago period was driven by strength from adult-use sales in New Jersey. • Q3 2022 gross profit was $123 million or 54% of revenue, compared to $98 million or 44% of revenue in the prior quarter, and $98 million or 48% of revenue in the third quarter 2021. ◦ Gross profit growth versus the year-ago period was driven by top-line growth and a lower comparative impact related to the inventory step-up from acquisitions. • Q3 2022 SG&A was $86 million or 38% of revenue, compared to $100 million or 45% of revenue in the prior quarter, and $76 million or 37% of revenue in the third quarter 2021. ◦ SG&A growth versus the year-ago period was primarily driven by an increase in retail locations. • Q3 2022 net loss was $(43) million, compared to a loss of $(10) million in the prior quarter, and $(13) million in the year-ago period.”

Verano Holdings Corp. reported third quarter ended September 30, 2022 results: revenue $228 million, net income $(43) million.

“• Q3 2022 revenue increased 2% versus the prior quarter and 10% year-over-year to $228 million. ◦ Revenue growth versus the year-ago period was driven by strength from adult-use sales in New Jersey. • Q3 2022 gross profit was $123 million or 54% of revenue, compared to $98 million or 44% of revenue in the prior quarter, and $98 million or 48% of revenue in the third quarter 2021. ◦ Gross profit growth versus the year-ago period was driven by top-line growth and a lower comparative impact related to the inventory step-up from acquisitions. • Q3 2022 SG&A was $86 million or 38% of revenue, compared to $100 million or 45% of revenue in the prior quarter, and $76 million or 37% of revenue in the third quarter 2021. ◦ SG&A growth versus the year-ago period was primarily driven by an increase in retail locations. • Q3 2022 net loss was $(43) million, compared to a loss of $(10) million in the prior quarter, and $(13) million in the year-ago period.”

Verano Holdings Corp. incurred credit facility of $350,000,000 with Chicago Atlantic Admin, LLC at prime rate then in effect plus 6.50% maturing October 30, 2026.

“The Credit Agreement provides for $350,000,000 in principal borrowings in the aggregate”

Verano Holdings Corp. terminated Prior Credit Agreement with Chicago Atlantic Admin, LLC (effective 2022-10-27).

“As set forth in Item 1.01 above, the Prior Credit Agreement and related ancillary credit documents will be terminated and all amounts owing thereunder, including applicable prepayment premiums, are being paid in full at the time the term loans are funded under the Credit Agreement.”

Verano Holdings Corp. entered into Credit Agreement with Chicago Atlantic Admin, LLC valued at $350,000,000 (effective 2022-10-27).

“On October 27, 2022, Verano Holdings Corp., a British Columbia corporation (the “ Company ”), entered into a Credit Agreement (the “ Credit Agreement ”), by and among the Company, subsidiaries of the Company from time-to-time party thereto (together with the Company, collectively, the “ Borrowers ”), lenders from time-to-time party thereto (the “ Lenders ”), and Chicago Atlantic Admin, LLC, a Delaware limited liability company (“ Chicago Atlantic ”), as administrative agent for the Lenders.”

Lawrence Randall Hirsh was appointed as Director and Chairman of the Audit Committee at Verano Holdings Corp..

“On August 29, 2022, the Board of Directors (the “ Board ”) of Verano Holdings Corp. (the “ Company ”) approved an increase of the Board size from four to five members, appointed Lawrence Randall Hirsh to serve as a member of the Board, and appointed Mr. Hirsh to serve as the Chairman of the Audit Committee of the Board, in each case, effective immediately.”