VRNOF / Verano Holdings Corp. - Depositi SEC, Relazione annuale, dichiarazione di delega

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000

Amendment, effective May 27, 2025, to the Verano Holdings LLC Promissory Note dated August 21, 2024.

Certain information marked with “[***]” has been excluded from the exhibit because it is both not material and is the type that the Registrant treats as private and confidential.

Verano Announces Second Quarter 2025 Financial Results

Verano Announces Second Quarter 2025 Financial Results CHICAGO, August 7, 2025 (GLOBE NEWSWIRE) – Verano Holdings Corp.

Waiver and Partial Payoff Agreement by and among Verano Holdings, LLC, The Cannabist Company Holdings, Inc. and CC VA Holdco LLC entered into as of May 27, 2025.

WAIVER AND PARTIAL PAYOFF AGREEMENT THIS WAIVER AND PARTIAL PAYOFF AGREEMENT (this “Agreement”) is entered into as of May 27, 2025, by and among Verano Holdings, LLC (“Buyer”), The Cannabist Company Holdings Inc.

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): August 7, 2025 VERANO HOLDINGS CO

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): August 7, 2025 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commi

Verano Announces Resignation of Company President Darren Weiss

Verano Announces Resignation of Company President Darren Weiss CHICAGO, August 7, 2025 – Verano Holdings Corp.

Consulting Agreement dated August 4, 2025 by and between Verano Holdings Corp. and Darren Weiss.

Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request. CONSULTING SERVICES AGREEMENT THIS CONSULTING SERVICES AGREEMENT (this “Agreement”) is entered into to be effective as of August 4, 2025 (the “Effective Date”), by and between Verano Holdings Corp., a British Columbia

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): June 19, 2025 VERANO HOLDINGS COR

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): June 19, 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) (Com

Verano Announces First Quarter 2025 Financial Results

Verano Announces First Quarter 2025 Financial Results CHICAGO, May 8, 2025 (GLOBE NEWSWIRE) – Verano Holdings Corp.

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): May 8, 2025 VERANO HOLDINGS CORP.

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): May 8, 2025 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

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): April 11, 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) (Co

Resignation Agreement and General Release between Verano Holdings Corp. and Brett Summerer dated April 13, 2025

Exhibit 10.1 Resignation Agreement and General Release This Resignation Agreement and General Release (this “Agreement”), dated as of April 13, 2025, is by and between Brett Summerer, an individual resident of the State of Illinois (“Mr. Summerer” or “you”), and Verano Holdings Corp., a British Columbia corporation (“Verano”). Preliminary Statements A. This Agreement sets forth the terms and condi

Verano Announces Promotion and Appointment of Richard Tarapchak as Chief Financial Officer Tarapchak brings more than 30 years of accounting and finance expertise to the role

Exhibit 99.1 Verano Announces Promotion and Appointment of Richard Tarapchak as Chief Financial Officer Tarapchak brings more than 30 years of accounting and finance expertise to the role CHICAGO, April 14, 2025 (GLOBE NEWSWIRE) — Verano Holdings Corp. (Cboe CA: VRNO) (OTCQX: VRNOF) (“Verano” or the “Company”), a leading multi-state cannabis company, today announced the promotion and appointment o

Verano Holdings Corp. Insider Trading Policy

VERANO HOLDINGS CORP. INSIDER TRADING POLICY Verano Holdings Corp. (the “Company”) is a public reporting company in both Canada and the U.S. The Company’s Class A Subordinate Voting Shares (the “SV Shares”) are listed for trading in Canada on Cboe Canada (“Cboe”) under the symbol “VRNO” and are also quoted for trading in the U.S. on the OTCQX under the symbol “VRNOF”. The Company is subject to the

List of Subsidiaries of the Registrant

Verano Holdings Corp. Subsidiaries and Controlled Companies as of December 31, 2024 Entity Name Jurisdiction Doing Business As (if applicable) Percentage Interest 102 Chester, LLC Pennsylvania N/A 100% 1090 Longwood, LLC Florida N/A 100% 11340 Fort Myers, LLC Florida N/A 100% 1200 Sharon, LLC Massachusetts N/A 100% 12395 North Miami, LLC Florida N/A 100% 1246 Newark, LLC Ohio N/A 100% 130 Monroevi

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): February 27, 2025 VERANO HOLDINGS

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): February 27, 2025 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Co

Verano Holdings Corp. Clawback Policy

VERANO HOLDINGS CORP. CLAWBACK POLICY As a public reporting company in Canada and the United States, Verano Holdings Corp. (the “Company”) is committed to establishing policies and procedures with respect to compliance with Canadian and U.S. corporate governance guidelines, including with respect to the Company seeking recovery of compensation amounts paid to certain of its senior executive office

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-563

Business Conduct and

VERANO HOLDINGS CORP. CODE OF BUSINESS CONDUCT AND ETHICS This Code of Business Conduct and Ethics (this “Code”) describes the basic principles of conduct that we share as officers, employees, contractors and agents of Verano Holdings Corp. and its predecessors, successors, assigns, parents, affiliates, subsidiaries, and related companies (collectively, the “Company”). This Code also applies to th

Verano Announces Fourth Quarter and Full Year 2024 Financial Results

Verano Announces Fourth Quarter and Full Year 2024 Financial Results CHICAGO, February 27, 2025 (GLOBE NEWSWIRE) – Verano Holdings Corp.

JOINT FILING AGREEMENT

EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of this Schedule 13G with respect to the Securities of the Issuer and further agree that this Joint Filing Agreement be included as an exhibit to this Schedule 13G.

EXHIBIT B

EXHIBIT B SUBSIDIARIES Nomura Global Financial Products, Inc. is a wholly owned subsidiary of Nomura Holdings, Inc.

JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k)

EXHIBIT 99.1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The unders

ANNEX A

ANNEX A TRANSACTIONS The following table sets forth all transactions with respect to Subordinate Voting Shares effected in the last 60 days by the Reporting Persons or on behalf of the Reporting Persons in respect of Subordinate Voting Shares, inclusive of any transactions effected through 4:00 p.

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): November 7, 2024 VERANO HOLDINGS

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): November 7, 2024 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Com

For the Three Months Ended, ($ in thousands) September 30, 2024 June 30, 2024 September 30, 2023 Revenues, net of Discounts $ 216,683 $ 222,390 $ 240,088 Gross Profit 109,097 114,340 133,220 Income from Operations 16,770 27,266 40,288 Net Loss Attrib

Verano Announces Third Quarter 2024 Financial Results CHICAGO, November 7, 2024 (GLOBE NEWSWIRE) – Verano Holdings Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

Equity Purchase Agreement, dated July 29, 2024, as amended on October 28, 2024, among Verano Arizona, LLC, 203 Organix L.L.C., CC VA HoldCo LLC, Columbia Care-Arizona, Prescott, L.L.C. and The Cannabist Company Holdings Inc.

EXECUTION VERSION EQUITY PURCHASE AGREEMENT BY AND AMONG VERANO ARIZONA, LLC, 203 ORGANIX L.

Other Events

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 17, 2024 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (C

Acquisitions Expand Verano’s Footprint to 14 States, 15 Cultivation and Production Facilities, and 150 Dispensaries Nationwide

Exhibit 99.1 Verano Announces Closing of Acquisition of Arizona and Virginia Subsidiaries of The Cannabist Company, Becomes Exclusive Cannabis Operator for HSA 5 in Eastern Virginia and Strengthens Arizona Footprint Acquisitions Expand Verano’s Footprint to 14 States, 15 Cultivation and Production Facilities, and 150 Dispensaries Nationwide CHICAGO, August 22, 2024 – Verano Holdings Corp. (Cboe CA

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Completion of Acquisition or Disposition of Assets, Other Events, Financial Statements and Exhibits

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): August 16, 2024 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Comm

Verano Holdings, LLC Promissory Note.

Exhibit 10.2 VERANO HOLDINGS, LLC PROMISSORY NOTE $26,700,000.00 August 21, 2024 FOR VALUE RECEIVED, Verano Holdings, LLC, a Delaware limited liability company (“Buyer”), promises to pay to the Members party hereto (the “Members”), each in accordance with their respective Pro Rata Shares, in lawful money of the United States of America, the aggregate principal sum of $26,700,000.00 (which amount s

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2024 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000

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): August 7, 2024 VERANO HOLDINGS CO

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): August 7, 2024 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commi

Verano Announces Second Quarter 2024 Financial Results

Verano Announces Second Quarter 2024 Financial Results CHICAGO, August 7, 2024 (GLOBE NEWSWIRE) – Verano Holdings Corp.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): July 29, 2024 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commis

Equity Purchase Agreement, dated July 29, 2024, among Verano Arizona, LLC, 203 Organix L.L.C., CC VA HoldCo LLC, Columbia Care-Arizona, Prescott, L.L.C. and The Cannabist Company Holdings Inc.*

Exhibit 10.3 EQUITY PURCHASE AGREEMENT by and among VERANO ARIZONA, LLC, 203 ORGANIX L.L.C., CC VA HOLDCO LLC, COLUMBIA CARE-ARIZONA, PRESCOTT, L.L.C., AND THE CANNABIST COMPANY HOLDINGS INC. Dated as of July 29, 2024 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 1 Section 1.1 Certain Definitions 1 Section 1.2 Other Defined Terms 10 Article II PURCHASE AND SALE TRANSACTIONS 12 Section 2.1 P

Equity Purchase Agreement, dated July 29, 2024, among Verano Holdings, LLC, Verano Holdings Corp., Columbia Care Eastern Virginia LLC and the members of Columbia Care Eastern Virginia LLC and The Cannabist Company Holdings Inc.*

Exhibit 10.1 EQUITY PURCHASE AGREEMENT by and among VERANO HOLDINGS, LLC, VERANO HOLDINGS CORP., COLUMBIA CARE EASTERN VIRGINIA LLC, THE MEMBERS OF COLUMBIA CARE EASTERN VIRGINIA LLC, AND THE CANNABIST COMPANY HOLDINGS INC. Dated as of July 29, 2024 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 1 Section 1.1 Certain Definitions 1 Section 1.2 Other Defined Terms 11 Article II PURCHASE AND SA

Equity Purchase Agreement, dated July 29, 2024, among Verano Arizona, LLC, Salubrious Wellness Clinic, Inc., CC VA HoldCo LLC, Thomas Allison, Columbia Care-Arizona, Prescott, L.L.C. and The Cannabist Company Holdings Inc.*

Exhibit 10.4 EQUITY PURCHASE AGREEMENT by and among VERANO ARIZONA, LLC, SALUBRIOUS WELLNESS CLINIC, INC., CC VA HOLDCO LLC, THOMAS ALLISON, COLUMBIA CARE - ARIZONA, TEMPE, L.L.C., AND THE CANNABIST COMPANY HOLDINGS INC. Dated as of July 29, 2024 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 1 Section 1.1 Certain Definitions 1 Section 1.2 Other Defined Terms 10 Article II PURCHASE AND SALE

Form of Verano Holdings, LLC Promissory Note

Exhibit 10.2 EXHIBIT B FORM OF VERANO HOLDINGS, LLC PROMISSORY NOTE $[30,000,000.00] [], 2024 FOR VALUE RECEIVED, Verano Holdings, LLC, a Delaware limited liability company (“Buyer”), promises to pay to the Members party hereto (the “Members”), each in accordance with their respective Pro Rata Shares, in lawful money of the United States of America, the aggregate principal sum of $[30,000,000.00]

Regulation FD Disclosure, Financial Statements and Exhibits

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): July 29, 2024 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commis

Verano Enters into Agreements with The Cannabist Company to Acquire One of Its Virginia Licenses and Associated Operations and Its Arizona Operations

Exhibit 99.1 Verano Enters into Agreements with The Cannabist Company to Acquire One of Its Virginia Licenses and Associated Operations and Its Arizona Operations Providing Verano Entrance into the Virginia Market Ahead of Adult Use Program Launch and Deeper Footprint in Arizona CHICAGO, July 29, 2024 – Verano Holdings Corp. (Cboe CA: VRNO) (OTCQX: VRNOF) (“Verano” or the “Company”), a leading mul

Submission of Matters to a Vote of Security Holders

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): June 20, 2024 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commis

Other Events, Financial Statements and Exhibits

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): June 20, 2024 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commis

Verano Files Court Response Seeking Full Trial and Rejecting Goodness Growth’s Damages Claim

Exhibit 99.1 Verano Files Court Response Seeking Full Trial and Rejecting Goodness Growth’s Damages Claim Expects Full Trial in 2026 Should the Court Reject Goodness Growth’s Request for Summary Determination CHICAGO, June 20, 2024 – Verano Holdings Corp. (Cboe CA: VRNO) (OTCQX: VRNOF) (“Verano” or the “Company”) announced that it has filed a Notice of Application with the Supreme Court of British

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 8, 2024 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commissi

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

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.

Entry into a Material Definitive Agreement

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): April 29, 2024 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 26, 2024 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commi

Form of Cash Award Agreement

VERANO HOLDINGS CORP. LONG-TERM CASH INCENTIVE PLAN CASH AWARD AGREEMENT Name of Participant: Date of Grant: Amount of Cash Awarded: $ Vesting Conditions and Vesting Date: Provided Participant remains in continuous service with the Company or an Affiliate from the Date of Grant though the applicable Vesting Date below, the cash awarded hereunder shall become vested on the dates set forth below (in

Cash Incentive Plan

VERANO HOLDINGS CORP. LONG-TERM CASH INCENTIVE PLAN Verano Holdings Corp. (the “Company”) has adopted this Verano Holdings Corp. Long-Term Cash Incentive Plan (this “Plan”), effective as of March 22, 2024, to offer eligible service providers of the Company the opportunity to receive cash-based incentive compensation in consideration of their efforts over a performance period. This Plan is intended

Other Events

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 25, 2024 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commi

Code of Ethics

VERANO HOLDINGS CORP. CODE OF BUSINESS CONDUCT AND ETHICS Adopted Effective as of February 28, 2024 This Code of Business Conduct and Ethics (this “Code”) describes the basic principles of conduct that we share as officers, employees, contractors and agents of Verano Holdings Corp. and its predecessors, successors, assigns, parents, affiliates, subsidiaries, and related companies (collectively, th

Executive Employment Agreement between Verano Holdings Corp. and Laura Kalesnik, dated March 1, 2021.

EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement") is entered into to be effective as of March 1, 2021 (the "Effective Date"), by and between Laura Marie Kalesnik, an individual resident of the State of Texas ("Executive"), and Verano Holdings Corp.

to our Annual Report on Form 10-K on March 15, 2024 (File No. 000-56342) and incorporated herein by reference).

VERANO HOLDINGS CORP. ANNUAL BONUS PLAN Effective as of February 28, 2024 Purpose The purpose of the Verano Holdings Corp. Annual Bonus Plan (as may be amended, this “Plan”) is to motivate and reward eligible employees by making a portion of their compensation dependent on the achievement of certain goals, which may include but are not limited to corporate, business unit and individual performance

Verano Holdings Corp. Clawback Policy

VERANO HOLDINGS CORP. CLAWBACK POLICY Effective as of March 28, 2023 Amended February 28, 2024 As a public reporting company in Canada and the United States, Verano Holdings Corp. (the “Company”) is committed to establishing policies and procedures with respect to compliance with Canadian and U.S. corporate governance guidelines, including with respect to the Company seeking recovery of compensati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-563

List of Subsidiaries of the Registrant

Verano Holdings Corp. Subsidiaries and Controlled Companies as of December 31, 2023 Entity Name Jurisdiction Doing Business As (if applicable) Percentage Interest 102 Chester, LLC Pennsylvania N/A 100% 1090 Longwood, LLC Florida N/A 100% 11340 Fort Myers, LLC Florida N/A 100% 1200 Sharon, LLC Massachusetts N/A 100% 12395 North Miami, LLC Florida N/A 100% 1246 Newark, LLC Ohio N/A 100% 130 Monroevi

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 29, 2024 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction o

Verano Holdings Corp. Insider Trading Policy

VERANO HOLDINGS CORP. INSIDER TRADING POLICY Adopted Effective as of February 28, 2024 Verano Holdings Corp. (the “Company”) is a public reporting company in both Canada and the U.S. The Company’s Class A Subordinate Voting Shares (the “SV Shares”) are listed for trading in Canada on Cboe Canada (“Cboe”) under the symbol “VRNO” and are also quoted for trading in the U.S. on the OTCQX under the sym

Verano Announces Revised Fourth Quarter and Full Year 2023 Financial Results Record Revenue of $938 Million Increased 2023 Net Cash Provided by Operating Activities by 16% to $110 Million Generated $73 million in Free Cash Flow1 for 2023, Meeting Gui

Verano Announces Revised Fourth Quarter and Full Year 2023 Financial Results Record Revenue of $938 Million Increased 2023 Net Cash Provided by Operating Activities by 16% to $110 Million Generated $73 million in Free Cash Flow1 for 2023, Meeting Guidance CHICAGO, March 15, 2024 (GLOBE NEWSWIRE) – Verano Holdings Corp.

Verano Announces Fourth Quarter and Full Year 2023 Financial Results Record Revenue of $938 Million Increased 2023 Net Cash Provided by Operating Activities by 16% to $110 Million Generated $73 million in Free Cash Flow1 for 2023, Meeting Guidance

Verano Announces Fourth Quarter and Full Year 2023 Financial Results Record Revenue of $938 Million Increased 2023 Net Cash Provided by Operating Activities by 16% to $110 Million Generated $73 million in Free Cash Flow1 for 2023, Meeting Guidance CHICAGO, February 29, 2024 (GLOBE NEWSWIRE) – Verano Holdings Corp.

Financial Statements and Exhibits, Results of Operations and Financial Condition, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 29, 2024 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (

Verano Announces Fourth Quarter and Full Year 2023 Financial Results Record Revenue of $938 Million Increased 2023 Net Cash Provided by Operating Activities by 16% to $110 Million Generated $73 million in Free Cash Flow1 for 2023, Meeting Guidance

Verano Announces Fourth Quarter and Full Year 2023 Financial Results Record Revenue of $938 Million Increased 2023 Net Cash Provided by Operating Activities by 16% to $110 Million Generated $73 million in Free Cash Flow1 for 2023, Meeting Guidance CHICAGO, February 29, 2024 (GLOBE NEWSWIRE) – Verano Holdings Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-56342 CUSIP Number: 92338D101 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ T

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 29, 2024 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Co

VRNOF / Verano Holdings Corp. / NOMURA HOLDINGS INC Passive Investment

SC 13G 1 sayw2402144413g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Verano Holdings Corp. (Name of Issuer) Class A subordinate voting shares, no par value (Title of Class of Securities) 92338D101 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the

VRNOF / Verano Holdings Corp. / Cowen Financial Products LLC - COWEN FINANCIAL PRODUCTS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Verano Holdings Corp. (Name of Issuer) common stock (Title of Class of Securities) 92338D101 (CUSIP Number) December 29, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S

Verano Broadens Retail Footprint in Northeast Florida with the Opening of MÜV Yulee, the Company’s 74th Florida Location

Verano Broadens Retail Footprint in Northeast Florida with the Opening of MÜV Yulee, the Company’s 74th Florida Location •Located at 463128 State Road 200, MÜV Yulee bolsters the Company’s retail presence in the Jacksonville metropolitan area, a region with more than 1.

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): January 5, 2024 VERANO HOLDINGS C

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): January 5, 2024 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Comm

Loan Agreement, dated as of December 26, 2023, by and between a subsidiary of the Company as the Borrower and First Federal Bank (filed as Exhibit 10.1 to our Current Report on Form 8-K filed on January 2, 2024 (File No. 000-56342) and incorporated herein by reference)

Exhibit 10.1 **Certain identified information marked as “[***]” has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. LOAN AGREEMENT THIS LOAN AGREEMENT is made effective as of December 26, 2023, by and between [***], a Delaware limited liability company, whose address is 224 W. Hill St. #400, Chicago, Illinois 60

Promissory Note, dated as of December 26, 2023, by a subsidiary of the Company as the Borrower, in favor of First Federal Bank (filed as Exhibit 10.

Exhibit 10.2 **Certain identified information marked as “[***]” has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. LOAN NO.: 95603528 PROMISSORY NOTE $27,998,750.00 Jacksonville, Duval County, Florida December 26, 2023 PROMISE TO PAY. For value received, [***], a Delaware limited liability company, whose princi

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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): December 26, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Co

VRNOF / Verano Holdings Corp. / Archos George Peter Activist Investment

SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A (Under the Securities Exchange Act of 1934) (Amendment No. 3)* VERANO HOLDINGS CORP. (Name of Issuer) Class A subordinate voting shares (Title of Class of Securities) 92338D101 (CUSIP Number) George Archos Chief Executive Officer 224 West Hill Street, Suite 400 Chicago, Illinois 60610 (31

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): November 20, 2023 VERANO HOLDINGS

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): November 20, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Co

(the) Essence genetics are carefully selected to deliver a spectrum of experiences to cannabis consumers, spanning timeless product formats including flower, pre-rolls, vapes, edibles and extracts

Exhibit 99.1 Verano Reimagines (the) Essence Brand and Introduces (the) Essence Nectar Line in Core Markets, Combining Bespoke Graphic Art and Terpene-Rich Full-Spectrum Cannabis Products (the) Essence genetics are carefully selected to deliver a spectrum of experiences to cannabis consumers, spanning timeless product formats including flower, pre-rolls, vapes, edibles and extracts ● (the) Essence

Verano Opens MÜV North Miami-Biscayne, the Company’s Second Miami Dispensary and 73rd Florida Location

Exhibit 99.1 Verano Opens MÜV North Miami-Biscayne, the Company’s Second Miami Dispensary and 73rd Florida Location ● MÜV North Miami-Biscayne, situated at 12395 Biscayne Boulevard, adds a second MÜV location in Florida’s largest metro area, Miami-Dade County, with more than 2.7 million residents1 ● Verano’s active operations span 13 states, comprised of 136 dispensaries and 14 cultivation and pro

Other Events, Financial Statements and Exhibits

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): November 17, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Co

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 8, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Com

Verano Announces Third Quarter 2023 Financial Results Delivers Record Revenue of $240 Million, Increasing Net Cash Provided by Operating Activities, and Raises and Tightens 2023 Free Cash Flow1 Guidance Range to $72-76 Million

Verano Announces Third Quarter 2023 Financial Results Delivers Record Revenue of $240 Million, Increasing Net Cash Provided by Operating Activities, and Raises and Tightens 2023 Free Cash Flow1 Guidance Range to $72-76 Million CHICAGO, November 8, 2023 (GLOBE NEWSWIRE) – Verano Holdings Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

Other Events, Financial Statements and Exhibits

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): October 27, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction (Commission (IRS Emplo

Verano Opens MÜV™ Satellite Beach, Elevating the Company’s Retail Footprint to 72 Florida Dispensaries and 135 Locations Nationwide

Exhibit 99.1 Verano Opens MÜV™ Satellite Beach, Elevating the Company’s Retail Footprint to 72 Florida Dispensaries and 135 Locations Nationwide ● Located at 106 Florida Highway A1A, MÜV Satellite Beach bolsters the Company’s retail presence in Brevard County, an area with more than 606,000 residents1 ● MÜV Satellite Beach joins nearby MÜV dispensaries in Titusville, Merritt Island and West Melbou

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): October 17, 2023 VERANO HOLDINGS

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): October 17, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Com

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Exhibit 99.1 Verano Commences Trading on Cboe Canada CHICAGO, October 18, 2023 – Verano Holdings Corp. (NEO: VRNO) (OTCQX: VRNOF) (“Verano” or the “Company”), a leading multi-state cannabis company, announced that its Class A subordinate voting shares (the “Shares”) begin trading today on Canada’s Neo Exchange Inc., operating as Cboe Canada (“Cboe Canada”). The Shares will trade in Canada on Cboe

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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): October 13, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Com

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Exhibit 99.1 Verano to Commence Trading on Cboe Canada on October 18, 2023 Company Executives to Ring Opening Bell in Toronto, Marking Verano’s First Day of Trading on Cboe Canada CHICAGO, October 16, 2023 – Verano Holdings Corp. (CSE: VRNO) (OTCQX: VRNOF) (“Verano” or the “Company”), a leading multi-state cannabis company, announced that it has received final approval to commence trading of its C

Verano Expands Retail Footprint in Connecticut with the Opening of Zen Leaf Newington, the Company’s Second Social Equity Joint Venture Location in Connecticut and Fourth Dispensary Statewide

Exhibit 99.1 Verano Expands Retail Footprint in Connecticut with the Opening of Zen Leaf Newington, the Company’s Second Social Equity Joint Venture Location in Connecticut and Fourth Dispensary Statewide ● Located south of Connecticut’s capital and with a population of 30,000 residents1, Zen Leaf Newington is the second of six planned social equity joint venture dispensaries the Company plans to

Other Events, Financial Statements and Exhibits

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): October 12, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction (Commission (IRS Emplo

Verano Continues Florida Retail Expansion with the Opening of MÜV Apopka, the Company’s 71st Florida Dispensary and 133rd Retail Location Nationwide

Exhibit 99.1 Verano Continues Florida Retail Expansion with the Opening of MÜV Apopka, the Company’s 71st Florida Dispensary and 133rd Retail Location Nationwide ● MÜV Apopka is located at 3301 East State Road 436, a busy thoroughfare with an average daily traffic count of 48,500 vehicles1 ● The dispensary is located in Orange County, a growing region with a population of over 1.4 million2 ● Veran

Other Events, Financial Statements and Exhibits

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): October 5, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Comm

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): October 3, 2023 VERANO HOLDINGS C

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): October 3, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Comm

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Exhibit 99.1 Verano Receives Conditional Approval to List on the Cboe Canada CHICAGO, October 3, 2023 – Verano Holdings Corp. (CSE: VRNO) (OTCQX: VRNOF) (“Verano” or the “Company”), a leading multi-state cannabis company, today announced that it has received conditional approval from Canada’s Neo Exchange Inc., operating as Cboe Canada (“Cboe Canada”), to list its Class A subordinate voting shares

VRNOF / Verano Holdings Corp - Class A (Sub Voting) / Archos George Peter Activist Investment

SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A (Under the Securities Exchange Act of 1934) (Amendment No. 2)* VERANO HOLDINGS CORP. (Name of Issuer) Class A subordinate voting shares (Title of Class of Securities) 92338D101 (CUSIP Number) George Archos Chief Executive Officer 224 West Hill Street, Suite 400 Chicago, Illinois 60610 (31

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including any and all amendments thereto) with respect to the Class A subordinate voting shares of Verano Holdings Corp., and further agree that this Joint Filing Agreement shall be includ

Other Events

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): August 10, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Comm

Form of Equity Award Agreement for Stock Option.

VERANO HOLDINGS CORP. 2021 STOCK AND INCENTIVE PLAN NOTICE OF STOCK OPTION GRANT— FOCAL AWARD You have been granted the following option to purchase Proportionate Voting Shares (collectively “Shares,” individually a “Share”) of Verano Holdings Corp. (the “Company”): Name of Optionee: Total Number of Shares Granted: Class of Shares: Proportionate Voting Shares Type of Option (Select one): ☐ Incenti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-56342 VERA

Verano Announces Second Quarter 2023 Financial Results Company Delivers Record Quarterly Revenue of $234 Million and Tightens 2023 Free Cash Flow1 Guidance to $65-75 Million

Verano Announces Second Quarter 2023 Financial Results Company Delivers Record Quarterly Revenue of $234 Million and Tightens 2023 Free Cash Flow1 Guidance to $65-75 Million CHICAGO, August 8, 2023 (GLOBE NEWSWIRE) – Verano Holdings Corp.

Form of Equity Award Agreement for RSU.

VERANO HOLDINGS CORP. 2021 STOCK AND INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT – 2021 FOCAL AWARD Name of Participant: Date of Grant: Number of Restricted Stock Units Awarded: Class of Restricted Share Units Awarded: RSUs for Proportionate Voting Shares Vesting Conditions and Vesting Date: Provided Participant remains in continuous service with the Company or an Affiliate from the Date of Gra

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 8, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commi

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): July 19, 2023 VERANO HOLDINGS COR

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): July 19, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commis

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Exhibit 99.1 Verano Announces Appointment of John Tipton and Charles Mueller to Board of Directors CHICAGO, July 20, 2023 – Verano Holdings Corp. (CSE: VRNO) (OTCQX: VRNOF) (“Verano” or the “Company”), a leading multi-state cannabis company, today announced the appointment of John Tipton, President of the Southern Region, and Charles Mueller to its Board of Directors (the “Board”) in conjunction w

July 17, 2023

July 17, 2023 BY EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F.

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): July 12, 2023 VERANO HOLDINGS COR

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): July 12, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commis

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Exhibit 99.1 Verano Announces the Opening of Zen Leaf Norwich, the Company’s First Social Equity Joint Venture Location in Connecticut and Third Cannabis Dispensary Statewide ● Situated in the eastern Connecticut city of 40,000 residents1, Zen Leaf Norwich is the first of six planned social equity joint venture dispensaries Verano plans to open across the state ● Zen Leaf Norwich will welcome both

Form of Indenture.

Exhibit 4.6 VERANO HOLDINGS CORP., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 20[●] Debt Securities Table of Contents Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 3 Section 2.01 Designation and Terms of Securities 3 Section 2.02 Form of Securities and Trustee’s Certificate 4 Se

As filed with the Securities and Exchange Commission on July 7, 2023

As filed with the Securities and Exchange Commission on July 7, 2023 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Verano Holdings Corp.

Other Events, Financial Statements and Exhibits

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): July 6, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commiss

Verano Announces the Opening of MÜV Fort Pierce, the Company’s 70th Florida Dispensary and 131st Retail Location Nationwide

Exhibit 99.1 Verano Announces the Opening of MÜV Fort Pierce, the Company’s 70th Florida Dispensary and 131st Retail Location Nationwide ● MÜV Fort Pierce is located at 1006 South U.S. Highway 1, a busy thoroughfare with an average daily traffic count of 31,000 vehicles1 ● The dispensary is located in St. Lucie County, a growing region with a population of over 358,0002 ● Verano’s active operation

Verano Continues Florida Retail Expansion with Opening of MÜV Venice, the Company’s 69th Florida Location and 130th Retail Location in the Nation

Exhibit 99.1 Verano Continues Florida Retail Expansion with Opening of MÜV Venice, the Company’s 69th Florida Location and 130th Retail Location in the Nation ● MÜV Venice is located at 4369 South Tamiami Trail, a busy thoroughfare with an average daily traffic count of 30,500 vehicles1 ● The dispensary is located in Sarasota County, a growing region with a population of over 462,0002 ● Verano’s a

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): June 29, 2023 VERANO HOLDINGS COR

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): June 29, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commis

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): June 22, 2023 VERANO HOLDINGS COR

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): June 22, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commis

Verano Introduces On The Rocks, New Multi-Format Brand Anchored Around Solventless Extraction Methods, Across Core Markets On The Rocks offers small batch solventless extracts, including live rosin cartridges, concentrates and gummies, hand-crafted f

Exhibit 99.1 Verano Introduces On The Rocks, New Multi-Format Brand Anchored Around Solventless Extraction Methods, Across Core Markets On The Rocks offers small batch solventless extracts, including live rosin cartridges, concentrates and gummies, hand-crafted for the most pure and flavorful expression of the plant ● On The Rocks™ solventless extracts are developed through dry sifting and ice wat

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): June 14, 2023 VERANO HOLDINGS COR

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): June 14, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commis

Verano to Introduce Best-in-Class Operations in Alabama Market after Winning Coveted Vertical License Organic Vertical License Win Will Expand Company’s National Footprint and Strengthen Strategic Presence in the Southeast

Exhibit 99.1 Verano to Introduce Best-in-Class Operations in Alabama Market after Winning Coveted Vertical License Organic Vertical License Win Will Expand Company’s National Footprint and Strengthen Strategic Presence in the Southeast ● The Alabama vertical license will allow Verano to operate a cultivation and processing facility and five retail cannabis dispensaries throughout the state ● The a

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): June 12, 2023 VERANO HOLDINGS COR

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): June 12, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commis

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

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): June 6, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commiss

Verano Announces Key Leadership Promotions to Executive Team, Highlighting Execution of Strategic Succession Plan

Exhibit 99.1 Verano Announces Key Leadership Promotions to Executive Team, Highlighting Execution of Strategic Succession Plan CHICAGO, June 6, 2023 – Verano Holdings Corp. (CSE: VRNO) (OTCQX: VRNOF) (“Verano” or the “Company”), a leading multi-state cannabis company, today announced the promotion of key leaders, expanding the Company’s executive leadership team under Founder and Chief Executive O

Annual Bonus Plan

Exhibit 10.1 Verano Holdings Corp. ANNUAL BONUS PLAN Effective as of May 8, 2023 1. Purpose. The purpose of the Verano Holdings Corp. Annual Bonus Plan (as may be amended, this “Plan”) is to motivate and reward eligible employees by making a portion of their compensation dependent on the achievement of certain goals, which may include but are not limited to corporate, business unit and individual

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): June 5, 2023 (May 8, 2023) VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorpora

Verano Announces the Opening of MÜV Miami Kendall, the Company’s First Medical Cannabis Dispensary in Miami-Dade County and 68th Florida Location

Exhibit 99.1 Verano Announces the Opening of MÜV Miami Kendall, the Company’s First Medical Cannabis Dispensary in Miami-Dade County and 68th Florida Location ● MÜV Miami Kendall is located at 9711 SW 77th Avenue, directly adjacent to U.S. 1/Pinecrest Parkway, a busy thoroughfare with an average daily traffic count of 92,500 vehicles1 ● The dispensary is Verano’s first in Miami-Dade County, Florid

Financial Statements and Exhibits, Other Events

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): June 1, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commiss

Verano Announces the Opening of Zen Leaf Pittsburgh McKnight, the Company’s 17th Affiliated Pennsylvania Dispensary and 128th Retail Location Nationwide

Exhibit 99.1 Verano Announces the Opening of Zen Leaf Pittsburgh McKnight, the Company’s 17th Affiliated Pennsylvania Dispensary and 128th Retail Location Nationwide ● Zen Leaf Pittsburgh McKnight is the Company’s 17th affiliated dispensary and sixth retail location in the greater Pittsburgh area, joining existing local outlets in Cranberry, Monroeville, New Kensington, Pittsburgh Robinson and Was

Financial Statements and Exhibits, Other Events

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): May 25, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commiss

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): May 18, 2023 VERANO HOLDINGS CORP

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): May 18, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commiss

Verano Announces the Opening of MÜV Zephyrhills, the Company’s 67

Exhibit 99.1 Verano Announces the Opening of MÜV Zephyrhills, the Company’s 67th Florida Location and 127th Retail Location Nationwide ● MÜV Zephyrhills is located at 5230 6th Street near U.S. Route 301, a busy highway with an average daily traffic count of up to 19,500 vehicles1 ● The dispensary is based in Pasco County, a growing region with a population of over 584,0002 ● Verano’s active operat

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): May 10, 2023 VERANO HOLDINGS CORP

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): May 10, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-56342 VER

Verano Announces First Quarter 2023 Financial Results Company Capitalizes on Strength of Recently-Converted Adult Use Markets to Deliver Revenue of $227 Million, a 12% Year-Over-Year Increase

Verano Announces First Quarter 2023 Financial Results Company Capitalizes on Strength of Recently-Converted Adult Use Markets to Deliver Revenue of $227 Million, a 12% Year-Over-Year Increase CHICAGO, May 10, 2023 (GLOBE NEWSWIRE) – Verano Holdings Corp.

Joint Filing Agreement, dated May 1, 2023, by and among George Archos, 3PLGK, LLC, Archos Capital Group, LLC, Copperstone Trust, GP Management Group, LLC and The George P. Archos Irrevocable Trust

EX-99.1 CHARTER 2 ex99-1.htm Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D/A (including any and all amendments thereto) with respect to the Class A subordinate voting shares of Verano Holdings Corp., and further agree that this Joint F

VRNOF / Verano Holdings Corp - Class A (Sub Voting) / Archos George Peter Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A (Under the Securities Exchange Act of 1934) (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

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 31, 2023 VERANO HOLDINGS CO

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 31, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commi

Verano Opens Zen Leaf Buckhannon, the Company’s Fifth West Virginia Dispensary and 126th Retail Location Nationwide

Exhibit 99.1 Verano Opens Zen Leaf Buckhannon, the Company’s Fifth West Virginia Dispensary and 126th Retail Location Nationwide ● Zen Leaf Buckhannon is located at 120 Buckhannon Crossroads near U.S. Route 119, a busy highway with an average daily traffic count of up to 50,000 vehicles1 ● Zen Leaf Buckhannon is the first medical cannabis dispensary in Buckhannon and Upshur County, an area with a

Description of Regis

Exhibit 4.1 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a brief description of the securities of Verano Holdings Corp., a British Columbia corporation (“Verano”), registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The following description of the terms of our

Code of Ethics

VERANO HOLDINGS CORP. CODE OF BUSINESS CONDUCT AND ETHICS Adopted Effective as of March 28, 2023 This Code of Business Conduct and Ethics (this “Code”) describes the basic principles of conduct that we share as officers and employees of Verano Holdings Corp. and its predecessors, successors, assigns, parents, affiliates, subsidiaries, and related companies (collectively, the “Company”). This Code

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 30, 2023 VERANO HOLDINGS CO

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 30, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commi

ist of Subsidiaries of the Registrant

Verano Holdings Corp. Subsidiaries and Controlled Companies as of December 31, 2022 Entity Name Jurisdiction Doing Business As (if applicable) Percentage Interest 102 Chester, LLC Pennsylvania N/A 100% 1090 Longwood, LLC Florida N/A 100% 11340 Fort Myers, LLC Florida N/A 100% 1200 Sharon, LLC Massachusetts N/A 100% 12395 North Miami, LLC Florida N/A 100% 130 Monroeville, LLC Pennsylvania N/A 100%

Verano Reports Fourth Quarter and Full Year 2022 Financial Results Company Delivers Record Revenue of $879 Million, a 19% Year-Over-Year Increase

Verano Reports Fourth Quarter and Full Year 2022 Financial Results Company Delivers Record Revenue of $879 Million, a 19% Year-Over-Year Increase CHICAGO, March 30, 2023 (GLOBE NEWSWIRE) – Verano Holdings Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-563

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 24, 2023 VERANO HOLDINGS CO

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 24, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commi

Verano Announces Simplification of its Capital Structure

Exhibit 99.1 Verano Announces Simplification of its Capital Structure CHICAGO, March 27, 2023 – Verano Holdings Corp. (CSE: VRNO) (OTCQX: VRNOF) (“Verano” or the “Company”), a leading multi-state cannabis company, today announced that it has simplified its capital structure by completing the conversion of all its outstanding Class B proportionate voting shares (“PV Shares”) into Class A subordinat

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 2, 2023 VERANO HOLDINGS COR

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 2, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction (Commission (IRS Employer

Verano Announces the Opening of MÜV Winter Springs, the Company’s 66th Florida Location and 125th Retail Location Nationwide

Exhibit 99.1 Verano Announces the Opening of MÜV Winter Springs, the Company’s 66th Florida Location and 125th Retail Location Nationwide ● MÜV Winter Springs is located at 1315 Tuskawilla Road, a busy thoroughfare with an average daily traffic count of 34,000 vehicles1 ● MÜV is the first medical cannabis dispensary in Winter Springs, a city with a population of over 38,0002 ● Verano’s active oper

VRNOF / Verano Holdings Corp - Class A (Sub Voting) / Cowen Financial Products LLC - COWEN FINANCIAL PRODUCTS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Verano Holdings Corp. (Name of Issuer) common stock (Title of Class of Securities) 92338D101 (CUSIP Number) February 28, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [

Other Events, Financial Statements and Exhibits

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): February 24, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Co

Verano Announces the Opening of MÜV West Palm Beach Okeechobee, the Company’s 65th Florida Location and 124th Retail Location Nationwide

Exhibit 99.1 Verano Announces the Opening of MÜV West Palm Beach Okeechobee, the Company’s 65th Florida Location and 124th Retail Location Nationwide ● MÜV West Palm Beach Okeechobee is located at 2550 Okeechobee Boulevard, a busy thoroughfare with an average daily traffic count of 48,000 vehicles1 ● The dispensary is based in Palm Beach County, the third largest county in Florida with a populatio

Verano Announces the Opening of Zen Leaf Clifton Heights, the Company’s 16th Affiliated Pennsylvania Dispensary and 123rd Location Nationwide

EX-99.1 2 ex99-1.htm Exhibit 99.1 Verano Announces the Opening of Zen Leaf Clifton Heights, the Company’s 16th Affiliated Pennsylvania Dispensary and 123rd Location Nationwide ● Zen Leaf Clifton Heights is the Company’s 16th affiliated Pennsylvania dispensary and seventh retail location in the greater Philadelphia area, joining existing local outlets in Abington, Chester, Malvern, Philadelphia, We

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): February 16, 2023 VERANO HOLDINGS

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): February 16, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Co

Other Events, Financial Statements and Exhibits

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): February 9, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Com

Verano Announces the Opening of MÜV Orlando Colonial, the Company’s 64th Florida Location and 122nd Retail Location Nationwide

Exhibit 99.1 Verano Announces the Opening of MÜV Orlando Colonial, the Company’s 64th Florida Location and 122nd Retail Location Nationwide ● MÜV Orlando Colonial is located at 11247 East Colonial Drive, a busy thoroughfare with an average daily traffic count of 57,500 vehicles1 ● Since February of 2022, Verano has opened 23 new MÜV locations in Florida, underscoring the Company’s continued retail

###

EX-99.1 2 ex99-1.htm Exhibit 99.1 Verano Announces Departure of Ed Brown from its Board CHICAGO, February 8, 2023 – Verano Holdings Corp. (CSE: VRNO) (OTCQX: VRNOF) (“Verano” or the “Company”), a leading multi-state cannabis company, announced that effective today, Ed Brown has stepped down from its Board of Directors to return to the alcohol industry. “We are so grateful to have had Ed’s expertis

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): February 7, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Com

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): January 19, 2023 VERANO HOLDINGS

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): January 19, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Com

Verano Announces the Opening of MÜV Navarre, the Company’s 63rd Florida Location

Exhibit 99.1 Verano Announces the Opening of MÜV Navarre, the Company’s 63rd Florida Location ● MÜV is the first medical cannabis dispensary in Navarre, a town with a population of nearly 40,0001 ● MÜV Navarre is located at 6863 Navarre Parkway, a busy thoroughfare with an average daily traffic count of 37,500 vehicles2 ● Verano’s active operations span 13 states, comprised of 121 dispensaries and

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): December 28, 2022 VERANO HOLDINGS

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): December 28, 2022 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Co

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): December 21, 2022 VERANO HOLDINGS

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): December 21, 2022 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Co

Verano Announces the Opening of MÜV Lake City, the Company’s 62nd Florida Location and 120th Retail Location Nationwide

Exhibit 99.1 Verano Announces the Opening of M?V Lake City, the Company?s 62nd Florida Location and 120th Retail Location Nationwide ? M?V Lake City is located at 2938 W US Highway 90, a busy thoroughfare with an average daily traffic count of 32,000 vehicles1 ? In 2022, Verano has opened 21 new M?V locations in Florida, underscoring the Company?s continued retail expansion across the state ? Vera

Verano Announces Third Quarter 2022 Financial Results

Verano Announces Third Quarter 2022 Financial Results CHICAGO, November 14, 2022 (GLOBE NEWSWIRE) – Verano Holdings Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-56342

Verano Announces Third Quarter 2022 Financial Results

Verano Announces Third Quarter 2022 Financial Results CHICAGO, November 14, 2022 (GLOBE NEWSWIRE) ? Verano Holdings Corp.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No.1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2022 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of

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): November 14, 2022 VERANO HOLDINGS

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): November 14, 2022 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Co

Verano Launches BITS, Company’s New Low-Dose, High-Function Edibles BITS are the everyday cannabis consumable, containing a gentle blend of low-dose cannabinoid ratios and adaptogens so that consumers can do more with less

Exhibit 99.1 Verano Launches BITS, Company’s New Low-Dose, High-Function Edibles BITS are the everyday cannabis consumable, containing a gentle blend of low-dose cannabinoid ratios and adaptogens so that consumers can do more with less ● BITS™ offer a unique brand platform hinging on 5mg of THC, complemented by additional cannabinoids including CBD, CBG and CBN, and functional adaptogens in five d

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): November 3, 2022 VERANO HOLDINGS

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): November 3, 2022 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Com

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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): October 27, 2022 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Com

Credit Agreement, dated as of October 27, 2022, by and among Verano Holdings Corp., certain subsidiaries of Verano Holdings Corp. from time-to-time party thereto, certain lenders from time-to-time party thereto, and Chicago Atlantic Admin, LLC, a Delaware limited liability company, as administrative agent for the lenders (filed as Exhibit 10.1 to our Current Report on Form 8-K filed on October 27, 2022 (File No. 000-56342) and incorporated herein by reference).

Exhibit 10.1 CUSIP: C9561HAB7 ISIN: XAC9561HAB78 Certain confidential information contained in this document, marked by brackets, was omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. ?[***]? indicates where the information has been omitted from this document. CREDIT AGREEMENT by and among VERANO HOLDINGS CORP. and certain Subsi

Verano Announces Termination of Arrangement Agreement to Acquire Goodness Growth Holdings Inc.

Exhibit 99.1 Verano Announces Termination of Arrangement Agreement to Acquire Goodness Growth Holdings Inc. CHICAGO, October 14, 2022 – Verano Holdings Corp. (CSE: VRNO) (OTCQX: VRNOF) (“Verano” or the “Company”), a leading multi-state cannabis company, today announced it has terminated the arrangement agreement (the “Arrangement Agreement”), dated January 31, 2022, by Verano and Goodness Growth H

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): October 13, 2022 VERANO HOLDINGS

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): October 13, 2022 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Com

Other Events, Financial Statements and Exhibits

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): October 7, 2022 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Comm

Verano Announces the Opening of MÜV Panama City Beach and MÜV Port Orange, the Company’s 60

Exhibit 99.1 Verano Announces the Opening of M?V Panama City Beach and M?V Port Orange, the Company?s 60th and 61st Florida Locations ? The Company is providing support for employees impacted by Hurricane Ian and is facilitating a donation to a Florida Relief Fund to aid recovery efforts ? In 2022, Verano has opened 20 new M?V locations in Florida, underscoring the Company?s continued retail expan

Unregistered Sales of Equity Securities

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 20, 2022 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (C

Letter furnished by Baker Tilly US, LLP, dated September 16, 2022

Exhibit 16.1 Baker Tilly US, LLP 18500 Von Karman Avenue, 10th Flr. Irvine, CA 92612 United States of America T: +1 (949) 222-2999 F: +1 (949) 222-2289 bakertilly.com September 16, 2022 Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Dear Ladies and Gentlemen: We have read the statements made by Verano Holdings Corp. (the ?Company?) (copy attached), which we understand wil

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

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 14, 2022 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (C

Letter furnished by Macias Gini & O’Connell LLP, dated September 16, 2022

Exhibit 16.2 September 16, 2022 Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Dear Ladies and Gentlemen: We have read the statements made by Verano Holdings Corp. (the ?Company?) (copy attached), which we understand will be filed with the Securities and Exchange Commission pursuant to Item 4.01 of Form 8-K, as part of the Form 8-K dated September 16, 2022. We agree with

Verano Announces the Opening of Zen Leaf New Kensington, the Company’s 15th affiliated Pennsylvania Dispensary and 117th Location Nationwide

Exhibit 99.1 Verano Announces the Opening of Zen Leaf New Kensington, the Company’s 15th affiliated Pennsylvania Dispensary and 117th Location Nationwide ● Zen Leaf New Kensington is the Company’s 15th affiliated Pennsylvania dispensary and fifth location in the greater Pittsburgh area, joining existing storefronts in Monroeville, Cranberry, Pittsburgh-Robinson and Washington. ● Zen Leaf New Kensi

Financial Statements and Exhibits, Other Events

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 8, 2022 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Co

As filed with the Securities and Exchange Commission on September 8, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Amendment No. 3 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF

As filed with the Securities and Exchange Commission on September 8, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Amendment No.

September 8, 2022

September 8, 2022 BY EDGAR Doris Stacey Gama Office of Life Sciences United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: Verano Holdings Corp.

Other Events, Financial Statements and Exhibits

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 7, 2022 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction (Commission (IRS Empl

Verano Completes Acquisition of Sierra Well, Bolstering Nevada Footprint with Addition of Two Operating Dispensaries and an Active Cultivation Facility

Exhibit 99.1 Verano Completes Acquisition of Sierra Well, Bolstering Nevada Footprint with Addition of Two Operating Dispensaries and an Active Cultivation Facility ? Acquisition of two active dispensaries in Reno and Carson City, and a 10,000 sq. ft. cultivation and production facility in Reno, strategically expands Verano?s retail coverage, cultivation capacity, and distribution capabilities acr

Verano Announces the Opening of Three New MÜV Locations, Highlighting the Company’s Ongoing Retail Expansion Across Florida

Exhibit 99.1 Verano Announces the Opening of Three New M?V Locations, Highlighting the Company?s Ongoing Retail Expansion Across Florida ? In 2022, Verano has opened 15 new M?V locations in Florida, underscoring the Company?s continued retail expansion across the state ? The openings of M?V Auburndale, Jacksonville and Titusville extend Verano?s retail footprint to 59 stores across Florida ? Veran

Other Events, Financial Statements and Exhibits

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 1, 2022 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Co

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): August 29, 2022 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Comm

Verano Appoints New Member of the Board of Directors and Chair of the Audit Committee

Exhibit 99.1 Verano Appoints New Member of the Board of Directors and Chair of the Audit Committee CHICAGO, August 30, 2022 ? Verano Holdings Corp. (CSE: VRNO) (OTCQX: VRNOF) (?Verano? or the ?Company?), a leading multi-state cannabis company, today announced the appointment of veteran executive Lawrence Hirsh to the Company?s Board of Directors (?Board?) and as Chair of the Audit Committee. Mr. H

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-56342 VERA

As filed with the Securities and Exchange Commission on August 19, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Amendment No. 2 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF TH

As filed with the Securities and Exchange Commission on August 19, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Amendment No.

Other Events, Financial Statements and Exhibits

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): August 18, 2022 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Comm

Consent of Baker Tilly US, LLP

Exhibit 99.1 Consent of Independent Registered Public Accounting Firm Verano Holdings Corp. We consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-265940) of Verano Holdings Corp. of our report dated April 26, 2022 (except for the effect of the restatement disclosed in Note 4, as to which the date is August 19, 2022, relating to the consolidated financial s

Verano Announces the Opening of MÜV Hollywood, the Company’s 56

Exhibit 99.1 Verano Announces the Opening of MÜV Hollywood, the Company’s 56th Florida Location and 110th Nationwide ● MÜV Hollywood is the third MÜV dispensary location in Broward County and ninth to open in Florida since late June, underscoring the Company’s ongoing retail expansion across the state ● The dispensary is located on high-traffic Taft Road, a thoroughfare with an average daily traff

Verano Announces the Opening of Zen Leaf Clarksburg, the Company’s Fourth West Virginia Dispensary and 111th Location Nationwide

Exhibit 99.2 Verano Announces the Opening of Zen Leaf Clarksburg, the Company’s Fourth West Virginia Dispensary and 111th Location Nationwide ● Zen Leaf Clarksburg is located at 254 Emily Drive, a busy thoroughfare with an average daily traffic count of 17,520 vehicles1 ● The dispensary is based in Harrison County, which has a population over 65,0002 ● Verano’s active operations span 13 states, co

August 19, 2022

August 19, 2022 BY EDGAR Doris Stacey Gama Office of Life Sciences United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: Verano Holdings Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-56342 CUSIP Number: 0001848416 (Check one): ?Form 10-K ? Form 20-F ?Form 11-K ? Form 10-Q ?Form 10-D ?Form N-CEN ?Form N-CSR For Period Ended: June 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transitio

Regulation FD Disclosure, Financial Statements and Exhibits

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): August 16, 2022 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Comm

Verano Announces Second Quarter 2022 Financial Results

Verano Announces Second Quarter 2022 Financial Results CHICAGO, August 16, 2022 (GLOBE NEWSWIRE) ? Verano Holdings Corp.

Verano Introduces New Flower and Extract Brand, Savvy, in Seven Core Cannabis Markets

Exhibit 99.1 Verano Introduces New Flower and Extract Brand, Savvy, in Seven Core Cannabis Markets ? Savvy will launch in September 2022 in Arizona, Florida, Illinois, Massachusetts, Maryland, Nevada and Ohio, with additional launches planned in the future for New Jersey and Pennsylvania ? Across the Company?s national retail footprint, Savvy products will initially be distributed to approximately

Other Events, Financial Statements and Exhibits

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): August 15, 2022 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Comm

Other Events, Financial Statements and Exhibits

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): August 11, 2022 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Comm

Verano Announces the Opening of MÜV Palatka, the Company’s 55th Florida Location

Exhibit 99.1 Verano Announces the Opening of MÜV Palatka, the Company’s 55th Florida Location ● MÜV Palatka is the eighth MÜV dispensary to open in Florida since late June, underscoring the Company’s ongoing retail expansion across the state ● The dispensary is located at 850 S Moody Rd near Route 19, a busy commercial intersection that sees an average daily traffic count of 9,400 vehicles1 ● Vera

Verano Releases Signature Reserve and Essence Branded Product Lines in Four Additional Core Cannabis Markets August release in Pennsylvania follows recent launches in Arizona, Florida and Massachusetts

Exhibit 99.1 Verano Releases Signature Reserve and Essence Branded Product Lines in Four Additional Core Cannabis Markets August release in Pennsylvania follows recent launches in Arizona, Florida and Massachusetts ? Verano flower is now available in new markets including Arizona, Florida, Massachusetts and Pennsylvania, with an additional launch planned in West Virginia during the second half of

Other Events, Financial Statements and Exhibits

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): August 10, 2022 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Comm

Verano Announces the Opening of MÜV Tampa Himes, the Company’s 54th Florida Location

Exhibit 99.1 Verano Announces the Opening of MÜV Tampa Himes, the Company’s 54th Florida Location ● MÜV Tampa Himes is the seventh MÜV dispensary to open since late June, underscoring the Company’s ongoing Florida retail expansion efforts ● The dispensary is located at 4820 South Himes Avenue, conveniently situated off Gandy Boulevard, a busy thoroughfare that sees an average daily traffic count o

Other Events, Financial Statements and Exhibits

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): August 5, 2022 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commi

Other Events, Financial Statements and Exhibits

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): August 4, 2022 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commi

Verano Welcomes Maryland Medical Cannabis Patients at Prime New Location, Zen Leaf Elkridge

Exhibit 99.1 Verano Welcomes Maryland Medical Cannabis Patients at Prime New Location, Zen Leaf Elkridge ? Zen Leaf Elkridge is relocating from its former home on Montevideo Road to 6000 Marshalee Drive, located less than 15 minutes from Baltimore/Washington International Thurgood Marshall Airport ? ? Zen Leaf Elkridge features enhanced amenities, including a larger store space, additional registe

Submission of Matters to a Vote of Security Holders

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): August 3, 2022 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commi

Verano Receives Approval to Launch Adult Use Cannabis Sales at Zen Leaf Neptune in New Jersey

Exhibit 99.1 Verano Receives Approval to Launch Adult Use Cannabis Sales at Zen Leaf Neptune in New Jersey ? Zen Leaf Neptune has received all required approvals from municipal and state officials to commence adult use cannabis sales, subject to receiving its final license from the state ? Verano?s New Jersey operations also include Zen Leaf Lawrence Township and Zen Leaf Elizabeth ?where New Jers

Other Events, Financial Statements and Exhibits

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): July 28, 2022 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commis

Current Report

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): July 28, 2022 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commis

Verano Accelerates Florida Retail Footprint Expansion with the Opening of MÜV Port Charlotte, the Company’s 53

Exhibit 99.1 Verano Accelerates Florida Retail Footprint Expansion with the Opening of M?V Port Charlotte, the Company?s 53rd Florida Location ? M?V Port Charlotte is the sixth M?V dispensary to open since late June, underscoring the Company?s ongoing Florida retail expansion efforts ? M?V Port Charlotte is located at 22627 Bayshore Road, conveniently situated off Florida?s Tamiami Trail, a busy t

Regulation FD Disclosure, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Financial Statements and Exhibits

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): July 26, 2022 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commis

Verano to Restate Previously Issued Financial Statements

Exhibit 99.1 Verano to Restate Previously Issued Financial Statements CHICAGO, July 27, 2022 ? Verano Holdings Corp. (CSE: VRNO) (OTCQX: VRNOF) (?Verano? or the ?Company?), a leading multi-state cannabis company, today announced as a result of internal compensation and tax reviews, certain accounting errors were uncovered and it will be required to restate each of the previously issued financial s

###

Exhibit 99.1 Verano Announces the Opening of M?V Sebring, the Company?s 52nd Florida Location ? M?V Sebring is located at 3900 US-27 North, a busy thoroughfare with an average daily traffic count of 40,0001 ? Verano?s active operations span 13 states, comprised of 106 dispensaries and 13 cultivation and processing facilities with more than 1 million square feet of cultivation capacity CHICAGO, Jul

Other Events, Financial Statements and Exhibits

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): July 15, 2022 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commis

Verano Announces the Opening of Zen Leaf Wheeling, the Company’s Third West Virginia Dispensary and 105th Location Nationwide

Exhibit 99.1 Verano Announces the Opening of Zen Leaf Wheeling, the Company’s Third West Virginia Dispensary and 105th Location Nationwide ● Zen Leaf is the first medical cannabis dispensary to open in Wheeling, a city of more than 26,500 residents1 ● West Virginia medical cannabis sales are projected to potentially reach $49 million by 2026, according to the MJBiz Factbook 2022 ● Verano’s active

Other Events, Financial Statements and Exhibits

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): July 14, 2022 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commis

Verano Surpasses 50 Dispensary Milestone with the Opening of MÜV Fort Myers Cypress and MÜV Sarasota Main, Raising Florida Footprint to 51 Locations Statewide

Exhibit 99.1 Verano Surpasses 50 Dispensary Milestone with the Opening of MÜV Fort Myers Cypress and MÜV Sarasota Main, Raising Florida Footprint to 51 Locations Statewide ● MÜV Fort Myers Cypress is located at 7010 Cypress Terrace, located off Tamiami Trail, a busy thoroughfare that sees an average daily traffic of 52,5001 vehicles ● MÜV Sarasota Main is located at 1618 Main Street, located in Sa

Other Events, Financial Statements and Exhibits

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): July 8, 2022 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commiss

CA92338D1015 / Verano Holdings Corp. - Class A (Canada) / Archos George Peter Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.

Joint Filing Agreement, dated July 6, 2022 by and among George Archos, 3PLGK, LLC, Archos Capital Group, LLC, Copperstone Trust, GP Management Group, LLC and The George P. Archos Irrevocable Trust.

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including any and all amendments thereto) with respect to the subordinate voting shares of Verano Holdings Corp., and further agree that this Joint Filing Agreement shall be included as an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 formdef-14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by

Verano Announces the Opening of MÜV Tamarac, the Company’s 49th Florida Location

Exhibit 99.1 Verano Announces the Opening of M?V Tamarac, the Company?s 49th Florida Location ? M?V Tamarac is located at 6510 University Drive, a busy thoroughfare with an average daily traffic count of 53,000 vehicles1 ? The dispensary is based in Broward County, the second largest county in Florida with a population of 1.9 million2 ? Verano?s active operations span 13 states, comprised of 102 d

Other Events, Financial Statements and Exhibits

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): July 5, 2022 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commiss

Other Events, Financial Statements and Exhibits

8-K 1 form8-k.htm 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): June 28, 2022 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 001-56342 98-1583243 (State or Other Jurisdiction of Inco

Verano Announces the Opening of MÜV Winter Haven, the Company’s 48th Florida Location

Exhibit 99.1 Verano Announces the Opening of M?V Winter Haven, the Company?s 48th Florida Location ? M?V Winter Haven is located at 6900 Cypress Garden Boulevard, a busy thoroughfare with an average daily traffic count of 28,000 vehicles1 ? The dispensary is based in Polk County, the fastest growing county by population in Florida, with a population of 753,5202 ? Verano?s active operations span 13

As filed with the Securities and Exchange Commission on June 30, 2022.

As filed with the Securities and Exchange Commission on June 30, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VERANO HOLDINGS CORP. (Exact name of registrant as specified in its charter) British Columbia, Canada 98-1583243 (State or other jurisdiction of incorporation or organiza

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) VERANO HOLDINGS CORP.

Fourth Amendment to Amended and Restated Credit Agreement by and between Verano Holdings Corp. and certain of its subsidiaries, Chicago Atlantic GIC Advisers, LLC, Green Ivy Capital, LLC and the lenders party thereto, dated March 1, 2022.

Exhibit 10.2 Certain confidential information contained in this document, marked by brackets, was omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. ?[***]? indicates where the information has been omitted from this document. FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS FOURTH AMENDMENT TO AMENDED AND RESTATED C

June 17, 2022

June 17, 2022 BY EDGAR Doris Stacey Gama Office of Life Sciences United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: Verano Holdings Corp.

As filed with the Securities and Exchange Commission on June 17, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Amendment No. 1 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE

10-12G/A 1 form10-12ga.htm As filed with the Securities and Exchange Commission on June 17, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Amendment No. 1 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 VERANO HOLDINGS CORP. (Exact name of registrant as specified in its charter) British Col

Form of Equity Award Agreement for Stock Option.

Exhibit 10.11 VERANO HOLDINGS CORP. 2021 STOCK AND INCENTIVE PLAN NOTICE OF STOCK OPTION GRANT? Focal Award You have been granted the following option to purchase Proportionate Voting Shares (collectively ?Shares,? individually a ?Share?) of Verano Holdings Corp. (the ?Company?): Name of Optionee: Total Number of Shares Granted: Class of Shares: Proportionate Voting Shares Type of Option (Select o

Fourth Amendment to Amended and Restated Credit Agreement by and between Verano Holdings Corp. and certain of its subsidiaries, Chicago Atlantic GIC Advisers, LLC, Green Ivy Capital, LLC and the lenders party thereto, dated May 10, 2021 (filed as Exhibit 10.2 to our Registration Statement on Form 10 filed April 26, 2022 (File No. 000-56342) and incorporated herein by reference)

EX-10.2 10 ex10-2.htm Exhibit 10.2 FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of March 1, 2022, among VERANO HOLDINGS CORP., a British Columbia corporation (the “Parent”), the other Credit Parties (as defined in the hereinafter-defined Credit Agreement), the Lenders (as defined in the Credi

Second Amendment to Agreement and Plan of Merger between Verano Holdings, LLC, Alternative Medical Enterprises LLC, Plants of Ruskin GPS LLC, RVC 360 LLC and John Tipton, solely in the capacity as member representative, dated February 5, 2021.

Exhibit 2.5 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Second Amendment to Agreement and Plan of Merger, dated to be effective as of February 5, 2021 (this ?Amendment?), is entered into by and among Verano Holdings, LLC, a Delaware limited liability company (the ?Verano?), Alternative Medical Enterprises LLC, a Delaware limited liability company (?AME?), Plants of Ruskin GPS, LLC, a Del

Notice of Articles of Verano Holdings Corp., dated February 11, 2021.

Exhibit 3.2

Form 10

As filed with the Securities and Exchange Commission on April 26, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 VERANO HOLDINGS CORP.

Executive Employment Agreement between Verano Holdings Corp. and George Archos, dated February 18, 2021.

Exhibit 10.3 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into as of February 18, 2021, by and between George P. Archos, an individual resident of the State of Illinois (?Executive?), and Verano Holdings Corp., a British Columbia corporation (the ?Company?). A. Executive is an executive officer of Verano Holdings, LLC, a Delaware limited liability company (?Verano?)

Agreement and Plan of Merger between Verano Holdings, LLC, Alternative Medical Enterprises LLC, Plants of Ruskin GPS LLC, RVC 360 LLC and John Tipton, solely in the capacity as member representative, dated November 6, 2020.

Exhibit 2.3 Certain confidential information contained in this document, marked by brackets, was omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. ?[***]? indicates where the information has been omitted from this document. AGREEMENT AND PLAN OF MERGER by and among VERANO HOLDINGS, LLC ALTERNATIVE MEDICAL ENTERPRISES LLC PLANTS

Articles of Verano Holdings Corp., dated February 11, 2021 (filed as Exhibit 3.1 to our Registration Statement on Form 10 filed on April 26, 2022 (File No. 000-56342) and incorporated herein by reference).

Exhibit 3.1 Incorporation Number BC1288621 Translation of Name (if any) PROVINCE OF BRITISH COLUMBIA BUSINESS CORPORATIONS ACT ARTICLES OF VERANO HOLDINGS CORP. Fasken Martineau DuMoulin LLP Barristers & Solicitors Canada PROVINCE OF BRITISH COLUMBIA BUSINESS CORPORATIONS ACT ARTICLES OF VERANO HOLDINGS CORP. (the “Company”) Incorporation Number BC1288621 Translation of Name (if any) PART 1 INTERP

List of Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries Entity Name Jurisdiction Percentage Interest 1080 Longwood, LLC Florida 100% 1200 Sharon, LLC Massachusetts 100% 12395 North Miami, LLC Florida 100% 130 Monroeville, LLC Pennsylvania 100% 16 Magothy Road Beach, LLC Maryland 100% 1728 & 52 Old York Road, LLC Pennsylvania 100% 1851 Canton, LLC Ohio 100% 2000-2015 W. 3rd Street, LLC Arizona 100% 2030 Highland Park, LLC Illin

Amendment to Executive Employment Agreement between Verano Holdings Corp. and Darren Weiss, effective January 1, 2022.

Exhibit 10.6