Overview
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- TickerVRNO on OTC1
- IndustryAgricultural Production-Crops1
- HeadquartersChicago, Illinois1
- Incorporated inNV2
- Business address224 W Hill Street, Suite 400, Chicago, Il 606102
- Filer categoryAccelerated filer2
- Legal formCorporation
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Verano Holdings Corp., a Nevada corporation (“Verano,” the “Company,” “we,” “us,” or “our”), one of the U.S. cannabis industry’s leading companies based on historical revenue, geographical scope and brand performance, is a vertically integrated, multi-state operator embracing a mission of saying Yes to plant progress and the bold exploration of cannabis. As an operator of licensed cannabis cultivation, processing, wholesale distribution and retail facilities, our goal is to support communal wellness by providing responsible access to regulated medical and adult use cannabis products. As of March 10, 2026, through our subsidiaries and affiliates we operate businesses in 13 states, including 160 retail dispensaries and 14 cultivation and processing facilities with over 1.1 million square feet of cultivation capacity. We produce a wide variety of cannabis products sold under our portfolio o…4 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2025
What sells
Revenue by product, business segment and region, as the company reports it to the SEC.
Business segments
Retail brought in 68% of the revenue Verano Holdings Corp. broke down this way in fiscal 2025.
Business segments by year
| Business segments | 2023 | 2024 | 2025 |
|---|---|---|---|
| Retail | $741.3M | $672.3M | $672.7M |
| Wholesale | $349.0M | $353.5M | $318.4M |
Where the money goes
Where each dollar of revenue went, fiscal 2025
- Cost of revenue49¢$408.0M
- Selling, general and admin40¢$337.3M
- Income tax11¢$91.7M
Out of $821.5M in revenue.5 The company lost money this year.
Where each dollar of operating cash went, fiscal 2025
- Capital spending78¢$41.2M
- Kept or used elsewhere22¢$11.6M
Out of $52.9M of cash from operations.5
Financial statements
Every line of the income statement as filed: the last 3 fiscal years, latest first.5
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Revenues, net of Discounts | $821.5M | $878.6M | $938.5M |
| Cost of Goods Sold, net | $408.0M | $434.7M | $463.2M |
| Gross Profit | $413.5M | $443.9M | $475.2M |
| Selling, General, and Administrative Expenses | $337.3M | $353.4M | $331.9M |
| Loss on Impairment - Investment in Associates | $0 | $0 | $6.6M |
| Loss on Impairment of Intangibles Goodwill | $86.6M | $8.2M | $37.9M |
| Loss on Impairment of Intangibles, Fixed Assets & Held For Sale Assets | $96.7M | $319.5M | $13.7M |
| Total Operating Expenses | $520.6M | $681.1M | $390.1M |
| Loss from Investments in Associates | $0 | $0 | -$306.0K |
| Income (Loss) from Operations | -$107.1M | -$237.2M | $84.8M |
| Loss on Disposal of Property, Plant and Equipment | -$1.9M | -$1.1M | -$1.1M |
| Gain on Deconsolidation | $4.7M | $0 | $0 |
| Gain (Loss) on Debt Extinguishment | $1.9M | -$3.1M | -$663.0K |
| Interest Expense, net | -$53.6M | -$54.8M | -$59.8M |
| Other Income (Expense), net | -$10.3M | -$3.8M | $4.6M |
| Total Other Income (Expense), net | -$59.1M | -$62.7M | -$57.0M |
| Income (Loss) Before Provision for Income Taxes and Non-Controlling Interest | -$166.2M | -$299.9M | $27.8M |
| Provision For Income Taxes | -$91.7M | -$41.9M | -$145.1M |
| Net Loss Attributable to Verano Holdings Corp. & Subsidiaries | -$257.9M | -$341.9M | -$117.3M |
| Net Loss per share - basic (in dollars per share) | -$0.71 | -$0.98 | -$0.34 |
| Net Loss per share - diluted (in dollars per share) | -$0.71 | -$0.98 | -$0.34 |
| Basic - weighted average shares outstanding (in shares) | 360.9M shares | 349.6M shares | 342.8M shares |
| Diluted - weighted average shares outstanding (in shares) | 360.9M shares | 349.6M shares | 342.8M shares |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 4 fiscal years (annual) or 4 quarters (quarterly), latest first.5
| Period ending | 2025-12-31 | 2025-10-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|---|
| Cash and Cash Equivalents | $82.7M | $87.8M | ||
| Accounts Receivable, net | $30.9M | $40.3M | ||
| Held for Sale Assets | $27.8M | $32.1M | ||
| Inventory | $230.0M | $184.5M | ||
| Income Tax Receivable | $12.0M | $5.1M | ||
| Prepaid Expenses and Other Current Assets | $21.2M | $12.8M | ||
| Total Current Assets | $404.7M | $362.7M | ||
| Property, Plant and Equipment, net | $492.5M | $538.0M | $501.3M | |
| Right-of-Use Assets, net | $93.8M | $99.9M | ||
| Intangible Assets, net | $579.1M | $734.0M | ||
| Goodwill | $161.0M | $246.2M | $231.3M | |
| Deposits and Other Assets | $10.6M | $13.3M | ||
| TOTAL ASSETS | $1.7B | $2.0B | ||
| Accounts Payable | $38.7M | $39.9M | ||
| Accrued Liabilities | $69.3M | $68.9M | ||
| Income Tax Payable | $12.1M | $63.9M | ||
| Current Portion of Lease Liabilities | $12.0M | $11.2M | ||
| Current Portion of Debt | $7.9M | $18.2M | ||
| Acquisition Consideration Payable | $270.0K | $935.0K | ||
| Total Current Liabilities | $140.3M | $203.1M | ||
| Debt, net of Current Portion | $391.9M | $395.7M | ||
| Lease Liabilities, net of Current Portion | $91.1M | $97.9M | ||
| Uncertain Tax Positions | $378.3M | $270.6M | $3.0M | |
| Deferred Income Taxes | $36.6M | $74.1M | ||
| Other Long-Term Liabilities | $1.1M | $1.9M | ||
| Total Long-Term Liabilities | $899.0M | $840.2M | ||
| TOTAL LIABILITIES | $1.0B | $1.0B | ||
| Preferred Stock; $0.001 par value, 1,000,000,000 authorized. No Preferred Stock issued or outstanding as of December 31, 2025. | $0 | $0 | ||
| Share Capital | $1.7B | $1.7B | ||
| Accumulated OCI | $0 | $5.0K | ||
| Accumulated Deficit | -$1.0B | -$783.6M | ||
| TOTAL STOCKHOLDERS EQUITY | $704.2M | $952.2M | ||
| NON-CONTROLLING INTEREST | -$1.8M | -$1.4M | ||
| TOTAL LIABILITIES AND STOCKHOLDERS EQUITY | $1.7B | $2.0B | ||
| Common stock, par value per share (in dollars per share) | $0.00 | $0.00 | ||
| Common stock, shares authorized (in shares) | 5.0B shares | |||
| Common stock, shares, issued (in shares) | 363.2M shares | |||
| Common stock, shares, outstanding (in shares) | 363.2M shares | |||
| Preferred stock, par value per share (in dollars per share) | $0.00 | |||
| Preferred stock, shares authorized (in shares) | 1.0B shares | |||
| Preferred stock, shares issued (in shares) | 0 shares | |||
| Preferred stock, shares outstanding (in shares) | 0 shares |
| Period ending | 2025-12-31 | 2025-10-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|---|
| Cash and Cash Equivalents | $82.7M | $87.8M | ||
| Accounts Receivable, net | $30.9M | $40.3M | ||
| Held for Sale Assets | $27.8M | $32.1M | ||
| Inventory | $230.0M | $184.5M | ||
| Income Tax Receivable | $12.0M | $5.1M | ||
| Prepaid Expenses and Other Current Assets | $21.2M | $12.8M | ||
| Total Current Assets | $404.7M | $362.7M | ||
| Property, Plant and Equipment, net | $492.5M | $538.0M | $501.3M | |
| Right-of-Use Assets, net | $93.8M | $99.9M | ||
| Intangible Assets, net | $579.1M | $734.0M | ||
| Goodwill | $161.0M | $246.2M | $231.3M | |
| Deposits and Other Assets | $10.6M | $13.3M | ||
| TOTAL ASSETS | $1.7B | $2.0B | ||
| Accounts Payable | $38.7M | $39.9M | ||
| Accrued Liabilities | $69.3M | $68.9M | ||
| Income Tax Payable | $12.1M | $63.9M | ||
| Current Portion of Lease Liabilities | $12.0M | $11.2M | ||
| Current Portion of Debt | $7.9M | $18.2M | ||
| Acquisition Consideration Payable | $270.0K | $935.0K | ||
| Total Current Liabilities | $140.3M | $203.1M | ||
| Debt, net of Current Portion | $391.9M | $395.7M | ||
| Lease Liabilities, net of Current Portion | $91.1M | $97.9M | ||
| Uncertain Tax Positions | $378.3M | $270.6M | $3.0M | |
| Deferred Income Taxes | $36.6M | $74.1M | ||
| Other Long-Term Liabilities | $1.1M | $1.9M | ||
| Total Long-Term Liabilities | $899.0M | $840.2M | ||
| TOTAL LIABILITIES | $1.0B | $1.0B | ||
| Preferred Stock; $0.001 par value, 1,000,000,000 authorized. No Preferred Stock issued or outstanding as of December 31, 2025. | $0 | $0 | ||
| Share Capital | $1.7B | $1.7B | ||
| Accumulated OCI | $0 | $5.0K | ||
| Accumulated Deficit | -$1.0B | -$783.6M | ||
| TOTAL STOCKHOLDERS EQUITY | $704.2M | $952.2M | ||
| NON-CONTROLLING INTEREST | -$1.8M | -$1.4M | ||
| TOTAL LIABILITIES AND STOCKHOLDERS EQUITY | $1.7B | $2.0B | ||
| Common stock, par value per share (in dollars per share) | $0.00 | $0.00 | ||
| Common stock, shares authorized (in shares) | 5.0B shares | |||
| Common stock, shares, issued (in shares) | 363.2M shares | |||
| Common stock, shares, outstanding (in shares) | 363.2M shares | |||
| Preferred stock, par value per share (in dollars per share) | $0.00 | |||
| Preferred stock, shares authorized (in shares) | 1.0B shares | |||
| Preferred stock, shares issued (in shares) | 0 shares | |||
| Preferred stock, shares outstanding (in shares) | 0 shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 3 fiscal years, latest first.5
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Net loss attributable to Verano Holdings Corp. and Subsidiaries | -$257.9M | -$341.9M | -$117.3M |
| Depreciation and amortization | $124.2M | $139.7M | $141.1M |
| Right-of-use assets amortization | $12.0M | $11.2M | $10.5M |
| Loss on disposal of property, plant and equipment | $1.9M | $1.1M | $1.1M |
| Gain on deconsolidation | -$4.7M | $0 | $0 |
| (Gain) Loss on debt extinguishment | -$1.9M | $3.1M | $663.0K |
| Loss on impairment of intangibles - goodwill | $86.6M | $8.2M | $37.9M |
| Loss on Impairment of Intangibles, Fixed Assets & Held For Sale Assets | $96.7M | $319.5M | $13.7M |
| Loss on impairment of investment in associates | $0 | $0 | $6.6M |
| Decrease in fair value of contingent consideration | $0 | $0 | -$3.5M |
| Stock-based compensation | $11.5M | $16.9M | $13.2M |
| Other, net | $18.8M | $15.7M | $5.9M |
| Accounts receivable, net | $5.4M | -$2.7M | -$22.7M |
| Inventory | -$46.8M | -$15.9M | $23.9M |
| Income tax receivable | -$6.8M | $5.1M | $0 |
| Accounts payable | $5.4M | -$4.2M | -$8.9M |
| Income tax payable | -$51.8M | -$195.1M | -$4.4M |
| Uncertain tax positions | $107.7M | $267.6M | $0 |
| Deferred income taxes | -$37.5M | -$108.5M | -$14.3M |
| Other assets, net | -$4.3M | $9.4M | $7.1M |
| Other liabilities, net | -$5.5M | -$17.0M | $19.0M |
| NET CASH PROVIDED BY OPERATING ACTIVITIES | $52.9M | $112.2M | $109.7M |
| Acquisition of business, net of cash acquired | $0 | -$35.9M | $0 |
| Purchases of property, plant and equipment | -$41.2M | -$99.0M | -$36.3M |
| Proceeds from disposal of assets | $354.0K | $64.0K | $2.2M |
| Proceeds from deconsolidation | $9.1M | $0 | $0 |
| Other investing activities | -$800.0K | $1.6M | $0 |
| NET CASH USED IN INVESTING ACTIVITIES | -$32.6M | -$133.3M | -$34.1M |
| Payment of deferred acquisition price payable | -$708.0K | -$32.0K | -$13.2M |
| Proceeds from issuance of debt | $62.0M | $0 | $79.1M |
| Principal repayments of debt | -$77.9M | -$63.4M | -$49.9M |
| Debt issuance costs paid | -$2.7M | $0 | -$1.6M |
| Payment of debt extinguishment | $0 | -$1.0M | $0 |
| Distributions paid to non-controlling interest holders | -$4.7M | $0 | $0 |
| Other financing activities | -$1.4M | -$1.5M | $0 |
| NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | -$25.3M | -$65.9M | $14.4M |
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | -$5.1M | -$87.0M | $89.9M |
| Effects of exchange rate fluctuations on cash and cash equivalents | -$5.0K | $18.0K | -$5.0K |
| Interest paid, net | $48.2M | $52.6M | $59.2M |
| Cash paid for taxes | $78.2M | $81.5M | $166.6M |
| Issuance of shares to relieve liability obligations, net | $0 | $2.7M | $2.6M |
| Debt extinguishment in connection with deconsolidation | $1.1M | $0 | $0 |
| Accrued capital expenditures | $8.1M | $20.5M | $4.9M |
| Issuance of debt for acquisition of business | $0 | $25.8M | $0 |
| Issuance of shares under business combinations | $0 | $34.5M | $0 |
| Tangible and intangible assets acquired, net of cash | $644.0K | $83.7M | $227.0K |
| Liabilities | -$2.0M | -$12.4M | |
| Liabilities | $1.5M | ||
| Acquisition consideration payable | $0 | -$58.5M | $11.4M |
| Goodwill | $1.4M | $23.1M | $134.0K |
| Total | $0 | $35.9M | $13.2M |
No quarter-by-quarter statement was filed.
Corporate structure
Verano Holdings Corp. sits at the top of its group. 134 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Verano Holdings Corp.
- EMINENCE CAPITAL, LP Filed SCHEDULE 13G/A on Verano Holdings Corp., latest Jul 2, 2026 (4 filings since Feb 14, 2025)
- George Peter Archos Filed SCHEDULE 13D/A on Verano Holdings Corp., latest Jan 12, 2026 (7 filings since Jul 6, 2022)
- Nomura Holdings Filed SCHEDULE 13G/A on Verano Holdings Corp., latest Feb 14, 2025 (2 filings since Feb 14, 2024)
- Cowen Financial Products LLC Filed SC 13G/A on Verano Holdings Corp., latest Feb 2, 2024 (4 filings since Nov 19, 2021)
- Verano Holdings Corp. Chicago, Illinois
- 102 Chester, LLC Subsidiary · Pennsylvania, United States
- 1090 Longwood, LLC Subsidiary · Florida, United States
- 11340 Fort Myers, LLC Subsidiary · Florida, United States
- 1200 Sharon, LLC Subsidiary · Massachusetts, United States
- 12395 North Miami, LLC Subsidiary · Florida, United States
- 1246 Newark, LLC Subsidiary · Ohio, United States
- 130 Monroeville, LLC Subsidiary · Pennsylvania, United States
- 1325 Coolidge, LLC Subsidiary · Arizona, United States
- 1387 & 1391 Meriden, LLC Subsidiary · Connecticut, United States
- 14130 Ocala, LLC Subsidiary · Florida, United States
- 16 Magothy Road Beach, LLC Subsidiary · Maryland, United States
- 1728 & 52 Old York Road, LLC Subsidiary · Pennsylvania, United States
- 1851 Canton, LLC Subsidiary · Ohio, United States
- 2000-2015 W. 3 rd Street, LLC Subsidiary · Arizona, United States
- 203 Organix, LLC Subsidiary · Arizona, United States
- 2030 Highland Park, LLC Subsidiary · Illinois, United States
- 22627 Port Charlotte, LLC Subsidiary · Florida, United States
- 257 Wynnewood, LLC Subsidiary · Pennsylvania, United States
- 259 Buchanan, LLC Subsidiary · Michigan, United States
- 270 Cranberry, LLC Subsidiary · Pennsylvania, United States
- 2710 Phoenix, LLC Subsidiary · Arizona, United States
- 2711 Tallahassee, LLC Subsidiary · Florida, United States
- 2900 Lone Mountain, LLC Subsidiary · Nevada, United States
- 42 Capital Management, LLC Subsidiary · Illinois, United States
- 420 Capital Management, LLC Subsidiary · Illinois, United States
- and 108 more
Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Verano Holdings Corp. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Property and equipment, before depreciation | $726.7M5 Dec 31, 2025 | $720.6M5 Dec 31, 2024 | +0.8% |
| Accumulated depreciation | $234.2M5 Dec 31, 2025 | $182.6M5 Dec 31, 2024 | +28.2% |
| Property and equipment, net | $492.5M5 Dec 31, 2025 | $538.0M5 Dec 31, 2024 | −8.5% |
| Operating-lease assets (leased space) | $93.8M5 Dec 31, 2025 | $99.9M5 Dec 31, 2024 | −6.1% |
Investments
Intangibles and goodwill
| Item | Latest | A year before | Change |
|---|---|---|---|
| Goodwill | $161.0M5 Dec 31, 2025 | $246.2M5 Dec 31, 2024 | −34.6% |
| Intangible assets, net (excluding goodwill) | $579.1M5 Dec 31, 2025 | $734.0M5 Dec 31, 2024 | −21.1% |
| Finite-lived intangibles, gross | $844.8M5 Dec 31, 2025 | $973.0M5 Dec 31, 2024 | −13.2% |
| Accumulated amortization | $265.7M5 Dec 31, 2025 | $239.0M5 Dec 31, 2024 | +11.2% |
| Finite-lived intangibles, net | $579.1M5 Dec 31, 2025 | $734.0M5 Dec 31, 2024 | −21.1% |
Inventory
| Item | Latest | A year before | Change |
|---|---|---|---|
| Inventory, total | $230.0M5 Dec 31, 2025 | $184.5M5 Dec 31, 2024 | +24.7% |
| Raw materials | $4.7M5 Dec 31, 2025 | $4.0M5 Dec 31, 2024 | +18.6% |
| Work in process | $162.2M5 Dec 31, 2025 | $135.2M5 Dec 31, 2024 | +20.0% |
| Finished goods | $50.2M5 Dec 31, 2025 | $35.2M5 Dec 31, 2024 | +42.7% |
Properties, in its own words
The following tables set forth the Company’s owned and leased physical properties as of March 10, 2026, which includes the corporate principal office, a call center, locations of operating dispensaries, dispensaries under construction and actively being planned, and locations for operating cultivation and processing facilities and cultivation and processing facilities under construction. In some cases, dispensary sites under construction or being planned are intended to be re-location sites. The cultivation and processing facilities in operation comprise over 1.1 million square feet.
*Subject to Mortgage
The rest of Item 2
ARIZONA · Two operating cultivation facilities, one non-operational cultivation facility, one office, eight operating dispensary sites, one vacant leased site and one parking lease for the Prescott dispensary
Chandler · Maricopa · Leased · Office · Yes
Chandler · Maricopa · Leased · Dispensary · Yes
Chino Valley · Yavapai · Leased · Cultivation · Yes
Coolidge* · Pinal · Owned · Cultivation · Yes
Mesa* · Maricopa · Owned · Dispensary · Yes
Mesa · Maricopa · Leased · Dispensary · Yes
Phoenix · Vacant (operations moved to below owned Phoenix site) · Maricopa · Leased · Dispensary · No
Phoenix* · Maricopa · Owned · Dispensary · Yes
Phoenix · Maricopa · Leased · Dispensary · Yes
Phoenix* · Maricopa · Owned · Dispensary · Yes
Prescott · Yavapai · Leased · Dispensary · Yes
Prescott · Yavapai · Leased · Parking · Yes
Tempe · Maricopa · Leased · Dispensary and Cultivation · Yes
Winslow* · Navajo · Owned · Cultivation · No
CONNECTICUT · One cultivation facility and seven operating dispensary sites and one office and storage site
Enfield* · Hartford · Owned · Dispensary · Yes
Newington · Hartford · Leased · Dispensary · Yes
Rocky Hill* · Hartford · Owned · Cultivation · Yes
Meriden · New Haven · Leased · Dispensary · Yes
Meriden* · New Haven · Owned · Office/Storage · Yes
Naugatuck · New Haven · Leased · Dispensary · Yes
Waterbury · New Haven · Leased · Dispensary · Yes
Norwich · New London · Leased · Dispensary · Yes
Ashford · Windham · Leased · Dispensary · Yes
FLORIDA · One call center/office, two operating cultivation facilities, eighty-three operating dispensary sites, two dispensary sites under construction, eight planned dispensary sites, one planned cultivation facility
Gainesville · Alachua · Leased · Dispensary · Yes
Panama City · Bay · Leased · Dispensary · Yes
Melbourne* · Brevard · Owned · Dispensary · Yes
West Melbourne · Brevard · Leased · Dispensary · Yes
Merritt Island · Brevard · Leased · Dispensary · Yes
Satellite Beach · Brevard · Leased · Dispensary · Yes
Titusville · Brevard · Leased · Dispensary · Yes
Deerfield Beach · Broward · Leased · Dispensary · Yes
Hollywood · Broward · Leased · Dispensary · Yes
Tamarac · Broward · Leased · Dispensary · Yes
Port Charlotte* · Charlotte · Owned · Dispensary · Yes
Orange Park · Clay · Leased · Dispensary · Yes
Crystal River · Citrus · Leased · Dispensary · Yes
Marco Island · Collier · Leased · Dispensary · Yes
Lake City · Columbia · Leased · Dispensary · Yes
Jacksonville Beach · Duval · Leased · Dispensary · Yes
Jacksonville · Duval · Leased · Dispensary · Yes
Jacksonville · Duval · Leased · Dispensary · Yes
Jacksonville* · In Planning · Duval · Owned · Dispensary · No
Jacksonville · In Planning · Duval · Leased · Dispensary · No
Pensacola · Escambia · Leased · Dispensary · Yes
Spring Hill · Hernando · Leased · Dispensary · Yes
Sebring · Highlands · Leased · Dispensary · Yes
Apollo Beach* · Hillsborough · Owned · Cultivation · Yes
Apollo Beach* · Hillsborough · Owned · Dispensary · Yes
Apollo Beach* · Hillsborough · Owned · Office · Yes
Brandon · Hillsborough · Leased · Dispensary · Yes
Sebastian · Indian River · Leased · Dispensary · Yes
Lady Lake · Lake · Leased · Dispensary · Yes
Bonita Springs · Lee · Leased · Dispensary · Yes
Cape Coral · Lee · Leased · Dispensary · Yes
Fort Myers · Lee · Leased · Dispensary · Yes
Fort Myers* · Lee · Owned · Dispensary · Yes
Fort Myers · Lee · Leased · Dispensary · Yes
Tallahassee* · Leon · Owned · Dispensary · Yes
Tallahassee · In Planning · Leon · Leased · Dispensary · No
Bradenton · Manatee · Leased · Dispensary · Yes
Bradenton · Manatee · Leased · Dispensary · Yes
Ocala · Marion · Leased · Dispensary · Yes
Hobe Sound · Martin · Leased · Dispensary · Yes
Stuart · Martin · Leased · Dispensary · Yes
Miami · Miami-Dade · Leased · Dispensary · Yes
Naranja · Miami-Dade · Leased · Dispensary · Yes
North Miami* · Miami-Dade · Owned · Dispensary · Yes
North Miami Beach · Miami-Dade · Leased · Dispensary · Yes
Palmetto Bay · In Planning · Miami-Dade · Leased · Dispensary · No
Key West · Monroe · Leased · Dispensary · Yes
Yulee · Nassau · Leased · Dispensary · Yes
Shalimar · Okaloosa · Leased · Dispensary · Yes
Apopka · Orange · Leased · Dispensary · Yes
Okeechobee · Palm Beach · Leased · Dispensary · Yes
Wellington · Palm Beach · Leased · Dispensary · Yes
West Palm Beach · Palm Beach · Leased · Dispensary · Yes
West Palm Beach · Palm Beach · Leased · Dispensary · Yes
Boynton Beach · Palm Beach · Leased · Dispensary · Yes
Lutz · Pasco · Leased · Dispensary · Yes
Port Richey · Pasco · Leased · Dispensary · Yes
Zephyrhills · Pasco · Leased · Dispensary · Yes
Clearwater · Pinellas · Leased · Dispensary · Yes
Clearwater · Pinellas · Leased · Dispensary · Yes
Pinellas Park · Pinellas · Leased · Dispensary · Yes
St. Petersburg · Pinellas · Leased · Dispensary · Yes
Tarpon Springs · Pinellas · Leased · Dispensary · Yes
Auburndale · Polk · Leased · Dispensary · Yes
Haines City · Polk · Leased · Dispensary · Yes
Lakeland · Polk · Leased · Dispensary · Yes
Winter Haven · Polk · Leased · Dispensary · Yes
Palatka* · Putnam · Owned · Cultivation · Yes
Palatka · Putnam · Leased · Dispensary · Yes
Navarre · Santa Rosa · Leased · Dispensary · Yes
North Port · Sarasota · Leased · Dispensary · Yes
Item 2 of the 10-K filed Mar 12, 2026.4
Leadership
Who has led Verano Holdings Corp., and when. Pick a name to see everywhere that person has worked.
Chief executive
Chief financial officer
Chief operating officer
- Chief executive officerGeorge Peter Archos Jun 30, 2022 to now12
- PresidentDarren Henry Weiss Jun 14, 2023 to now13
- PresidentJohn Allen Tipton Jul 5, 2022 to Jun 5, 202314
- Chief financial officerRichard C. Tarapchak Jun 3, 2025 to now15
- Chief financial officerBrett Andrew Summerer Jun 27, 2022 to Jun 3, 202516
- Chief operating officerEdward Aloysious McDermott Iii. Jun 14, 2023 to now17
- Chief operating officerDarren Henry Weiss Jun 27, 2022 to Jun 5, 202318
Board members and other officers (17)
- OfficerGeorge Peter Archos Jun 3, 2026 to now19
- VP, Corporate ControllerJosh Heine Apr 21, 2025 to now20
- OfficerJames Angelo Leventis Jul 2, 2025 to now21
- OfficerJohn Allen Tipton Jun 4, 2024 to now22
- OfficerLaura Marie Kalesnik Aug 25, 2023 to now23
- Chief Investment OfficerAaron Nathaniel Miles Jun 27, 2022 to now24
- EVP, MarketingDavid Spreckman Jun 27, 2022 to now25
- Chief People OfficerDestiny Lynn Thompson Jun 27, 2022 to now26
- Corporate ControllerRichard C. Tarapchak Aug 8, 2022 to now27
- Board memberJohn Allen Tipton Jun 4, 2024 to now22
- Board memberFrederick Charles Mueller Jul 21, 2023 to now28
- Board memberRichard Michael Smullen Jul 1, 2022 to Jun 5, 202329
- Board memberCristina Maria Nunez Jul 8, 2022 to now30
- Board memberLawrence Randall Hirsh Aug 31, 2022 to now31
- Board memberGeorge Peter Archos Sep 26, 2022 to now32
- General counselLaura Marie Kalesnik Jun 14, 2023 to Jun 28, 202333
- General counselDarren Henry Weiss Jun 27, 2022 to Jun 5, 202318
Named in SEC Form D filings
People the company listed in its private-offering notices.
- DirectorCharles Frederick Mueller named Jan 9, 2024 to Nov 20, 202434
Subsidiaries and ownership
Subsidiaries (Exhibit 21)
- 102 Chester, LLC Pennsylvania3
- 1090 Longwood, LLC Florida3
- 11340 Fort Myers, LLC Florida3
- 1200 Sharon, LLC Massachusetts3
- 12395 North Miami, LLC Florida3
- 1246 Newark, LLC Ohio3
- 130 Monroeville, LLC Pennsylvania3
- 1325 Coolidge, LLC Arizona3
- 1387 & 1391 Meriden, LLC Connecticut3
- 14130 Ocala, LLC Florida3
- 16 Magothy Road Beach, LLC Maryland3
- 1728 & 52 Old York Road, LLC Pennsylvania3
- 1851 Canton, LLC Ohio3
- 2000-2015 W. 3 rd Street, LLC Arizona3
- 203 Organix, LLC Arizona3
- 2030 Highland Park, LLC Illinois3
- 22627 Port Charlotte, LLC Florida3
- 257 Wynnewood, LLC Pennsylvania3
- 259 Buchanan, LLC Michigan3
- 270 Cranberry, LLC Pennsylvania3
- 2710 Phoenix, LLC Arizona3
- 2711 Tallahassee, LLC Florida3
- 2900 Lone Mountain, LLC Nevada3
- 42 Capital Management, LLC Illinois3
All 134 listed subsidiaries
- 420 Capital Management, LLC Illinois3
- 4444 W. Craig Road, LLC Nevada3
- 4450 New Haven, LLC Florida3
- 463128 Yulee, LLC Florida3
- 4674 JAX, LLC Florida3
- 510 Antwerp, LLC Ohio3
- 5335 Las Vegas, LLC Nevada3
- 5409 S. Power Road, LLC Arizona3
- 6944 Apollo Beach, LLC Florida3
- 7220 Palatka, LLC Florida3
- 7221 Jessup, LLC Maryland3
- 783 Butterfield Road, LLC Illinois3
- 799 Washington, LLC Pennsylvania3
- AGG Wellness, LLC Maryland3
- AGOZ Redevelopment, LP Pennsylvania3
- AZGM 3, LLC Arizona3
- Agri-Kind, LLC Pennsylvania3
- Agronomed Biologics Holdings Inc. Pennsylvania3
- Agronomed Biologics LLC Pennsylvania3
- Agronomed Holdings, Inc. Pennsylvania3
- Agronomed IP LLC Pennsylvania3
- Albion MM, LLC Illinois3
- Ataraxia, LLC Illinois3
- Branchburg Rte. 22, LLC New Jersey3
- Buchanan Development, LLC Michigan3
- CTPharma Newington, LLC Delaware3
- CTPharma Norwich, LLC Delaware3
- CTPharma Real Estate, LLC Connecticut3
- CTPharma Research Solutions, LLC Delaware3
- Caring Nature EJV1, LLC Delaware3
- Caring Nature EJV2, LLC Delaware3
- Caring Nature, LLC Connecticut3
- Cave Creek RE, LLC Arizona3
- ChiVegas Real Estate, LLC Nevada3
- Columbia Care Eastern Virginia, LLC Virginia3
- Connecticut Pharmaceutical Solutions, LLC Connecticut3
- Crestpoint Advisors, LLC Delaware3
- Cultivation Real Estate Holdings, LLC Delaware3
- Elevele LLC Illinois3
- Elm Street Enfield, LLC Connecticut3
- FGM Processing, LLC Maryland3
- Fort Consulting, LLC Arizona3
- Four Daughters Compassionate Care, Inc. Massachusetts3
- Freestate Wellness, LLC Maryland3
- Glass City Alternatives, LLC Ohio3
- Green RX, LLC Ohio3
- Healthway Services of West Illinois, LLC Illinois3
- Local Dispensaries, LLC Pennsylvania3
- Lone Mountain Partners, LLC Nevada3
- MME Aurora Retail, LLC Illinois3
- MME Evanston Retail, LLC Illinois3
- Mad River Remedies, LLC Ohio3
- Maryland Natural Treatment Solutions, LLC Maryland3
- Mikran, LLC Maryland3
- Mother Grows Best, LLC Ohio3
- Mother Know's Best, LLC Ohio3
- NSE Pennsylvania LLC Pennsylvania3
- NatureX, LLC Nevada3
- NuTrae, LLC Florida3
- Ohio Natural Treatment Solutions, LLC Delaware3
- Patient Alternative Relief Center, LLC Arizona3
- Perpetual Healthcare, LLC Arizona3
- Plants of Ruskin, LLC Florida3
- Prospect Heights RE, LLC Illinois3
- RVC 360, LLC Delaware3
- RedMed, LLC Delaware3
- Retail and Office Real Estate Holdings, LLC Delaware3
- Salubrious Wellness Clinic, Inc Arizona3
- Steinway Canton, LLC Ohio3
- Summit Capital Advisors, LLC Delaware3
- TerraVida Holistic Centers LLC Pennsylvania3
- The Healing Center, LLC Pennsylvania3
- The Herbal Care Center, Inc. Illinois3
- The Medicine Room, LLC Arizona3
- VZL Staffing Services, LLC Illinois3
- Vehicle and Logistics Holdings, LLC Delaware3
- Vending Logistics, LLC Arizona3
- Verano Alabama Holdings, LLC Delaware3
- Verano Alabama, LLC Alabama3
- Verano Arizona, LLC Arizona3
- Verano Connecticut, LLC Delaware3
- Verano El Dorado, LLC Arkansas3
- Verano Florida, LLC Delaware3
- Verano Four Daughters Holdings, LLC Delaware3
- Verano Holdings USA Corp. Delaware3
- Verano Holdings, LLC Delaware3
- Verano IP, LLC Delaware3
- Verano Illinois, LLC Illinois3
- Verano Kentucky, LLC Delaware3
- Verano Maryland, LLC Delaware3
- Verano Michigan, LLC Delaware3
- Verano Minnesota, LLC Delaware3
- Verano NJ Holdings, LLC Delaware3
- Verano NJ, LLC New Jersey3
- Verano Nevada, LLC Nevada3
- Verano Ohio, LLC Delaware3
- Verano Pennsylvania, LLC Delaware3
- Verano Texas, LLC Texas3
- Verano Virginia, LLC Delaware3
- Verano WV, LLC West Virginia3
- WSCC Property LLC Nevada3
- WSCC, Inc. Nevada3
- Willow Brook Enfield, LLC Delaware3
- Willow Brook Stratford, LLC Delaware3
- Willow Brook Wellness, LLC Connecticut3
- Wilmington Cultivation RE, LLC Delaware3
- Zen Leaf Camden, LLC Delaware3
- Zen Leaf Mount Holly, LLC Delaware3
- Zen Leaf Retail, LLC Maryland3
- Zen Leaf Technologies, LLC Delaware3
The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.
Timeline
- Aug 5, 20268-K Results of operations35
- Jun 23, 20268-K Code of ethics changed36
- Jun 18, 20268-K Shareholder vote37
- Jun 11, 20268-K Change to shareholders' rights; Bylaws or fiscal year changed; Other events38
- Jun 8, 20268-K Change to shareholders' rights; Bylaws or fiscal year changed39
- Jun 2, 20268-K Executive or director change40
- Jun 1, 20268-K Other events41
- Apr 30, 20268-K Results of operations; Other events42
- Mar 18, 20268-K Executive or director change43
- Mar 12, 20268-K Results of operations; Other events44
- Jan 15, 20268-K Entered a material agreement; New debt or obligation; Other events45
- Oct 29, 20258-K Results of operations46
- Jun 30, 2022New chief executive George Peter Archos becomes CEO12
Calendar
Coming up
- Around Nov 10, 2026Next results, estimated About a quarter after its last report. The company hasn't announced the date.
When it reported results
- Aug 5, 2026Reported quarterly or annual results35
- Apr 30, 2026Reported quarterly or annual results42
- Mar 12, 2026Reported quarterly or annual results44
- Oct 29, 2025Reported quarterly or annual results46
- Aug 7, 2025Reported quarterly or annual results47
- May 8, 2025Reported quarterly or annual results48
- Feb 27, 2025Reported quarterly or annual results49
- Nov 7, 2024Reported quarterly or annual results50
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
505 filings to the SEC since October 2021: 4 annual reports, 13 quarterly reports, 103 major events, 256 insider forms, 17 large holders, 3 private raises, 109 other. The latest 20:
- Sep 10, 20264 EDGAR
- Aug 5, 202610-Q EDGAR
- Aug 5, 20268-K EDGAR
- Jul 15, 2026EFFECT EDGAR
- Jul 9, 2026S-8 EDGAR
- Jul 8, 2026S-3 EDGAR
- Jul 2, 2026SCHEDULE 13G/A EDGAR
- Jun 23, 20268-K EDGAR
- Jun 18, 20268-K EDGAR
- Jun 11, 20268-K EDGAR
- Jun 10, 20264 EDGAR
- Jun 10, 20264 EDGAR
- Jun 10, 20264 EDGAR
- Jun 10, 20264 EDGAR
- Jun 10, 20264 EDGAR
- Jun 10, 20264 EDGAR
- Jun 9, 20264 PRIMARY DOCUMENT EDGAR
- Jun 8, 20268-K EDGAR
- Jun 3, 20264 PRIMARY DOCUMENT EDGAR
- Jun 3, 20264 PRIMARY DOCUMENT EDGAR
The 505 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
110 open-market trades by officers, directors and large owners since October 2021: 0 buys and 110 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Dec 2, 2025 | Kalesnik Laura MarieSee remarks | Sale | 5,850 | $0.95 | $5.6K | Form 4 |
| Dec 2, 2025 | Miles Aaron NathanielChief Investment Officer | Sale | 5,018 | $0.95 | $4.8K | Form 4 |
| Dec 2, 2025 | McDermott Edward Aloysious IIIChief Operating Officer | Sale | 3,451 | $0.95 | $3.3K | Form 4 |
| Dec 2, 2025 | Spreckman DavidChief Marketing Officer | Sale | 4,903 | $0.95 | $4.7K | Form 4 |
| Jun 4, 2025 | Weiss Darren HenryPresident | Sale | 24,901 | $0.60 | $14.9K | Form 4 |
| Jun 4, 2025 | Miles Aaron NathanielChief Investment Officer | Sale | 5,018 | $0.60 | $3.0K | Form 4 |
| Jun 4, 2025 | Kalesnik Laura MarieSee remarks | Sale | 5,850 | $0.60 | $3.5K | Form 4 |
| Mar 13, 2025 | Summerer Brett AndrewChief Financial Officer | Sale | 28,093 | $0.62 | $17.4K | Form 4 |
| Mar 10, 2025 | Kalesnik Laura MarieSee remarks | Sale | 4,667 | $0.65 | $3.0K | Form 4 |
| Mar 10, 2025 | McDermott Edward Aloysious IIIChief Operating Officer | Sale | 7,692 | $0.65 | $5.0K | Form 4 |
| Mar 10, 2025 | Tipton John AllenDirector | Sale | 25,838 | $0.65 | $16.8K | Form 4 |
| Mar 10, 2025 | Miles Aaron NathanielChief Investment Officer | Sale | 4,642 | $0.65 | $3.0K | Form 4 |
| Mar 10, 2025 | Weiss Darren HenryPresident | Sale | 22,922 | $0.65 | $14.9K | Form 4 |
| Mar 10, 2025 | Spreckman DavidChief Marketing Officer | Sale | 5,462 | $0.65 | $3.5K | Form 4 |
| Dec 4, 2024 | McDermott Edward Aloysious IIIChief Operating Officer | Sale | 1,156 | $1.36 | $1.6K | Form 4 |
| Dec 4, 2024 | Miles Aaron NathanielChief Investment Officer | Sale | 1,300 | $1.36 | $1.8K | Form 4 |
| Dec 4, 2024 | Weiss Darren HenryPresident | Sale | 8,809 | $1.36 | $12.0K | Form 4 |
| Dec 4, 2024 | Spreckman DavidChief Marketing Officer | Sale | 2,021 | $1.36 | $2.7K | Form 4 |
| Dec 4, 2024 | Summerer Brett AndrewChief Financial Officer | Sale | 5,247 | $1.36 | $7.1K | Form 4 |
| Dec 3, 2024 | Kalesnik Laura MarieSee remarks | Sale | 5,855 | $1.38 | $8.1K | Form 4 |
All 110 trades can be filtered by person here when JavaScript is on.
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- EMINENCE CAPITAL, LPSCHEDULE 13G/A, 4 filings Feb 14, 2025 to Jul 2, 202651
- George Peter ArchosSCHEDULE 13D/A, 7 filings Jul 6, 2022 to Jan 12, 202652
- Nomura HoldingsSCHEDULE 13G/A, 2 filings Feb 14, 2024 to Feb 14, 202553
- Cowen Financial Products LLCSC 13G/A, 4 filings Nov 19, 2021 to Feb 2, 202454
Executive pay
What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.
| Year | Executive | Age | Salary | Total pay |
|---|---|---|---|---|
| 2025 | John Tipton | $400.0K | $1.0M55 | |
| 2025 | Laura Marie Kalesnik | 63 | $400.0K | $1.0M55 |
| 2025 | Trip McDermott | 38 | $375.0K | $981.4K55 |
| 2025 | Richard Tarapchak | 60 | $390.7K | $937.7K55 |
| 2025 | Brett Summerer | $119.7K | $909.7K55 | |
| 2025 | George Archos | 46 | $0 | $710.7K55 |
| 2024 | – Chair of the BoardChief Executive Officer and President | $475.0K | $1.2M55 | |
| 2024 | – President of the Southern Region | $450.0K | $1.1M55 | |
| 2024 | – Former Chief Financial Officer | $415.0K | $1.0M55 | |
| 2024 | – Chief Legal OfficerGeneral Counsel and Secretary | $400.0K | $1.0M55 | |
| 2023 | – Chair of the BoardChief Executive Officer and President | $475.0K | $1.9M55 | |
| 2023 | – President of the Southern Region | $460.6K | $1.9M55 | |
| 2023 | – Chief Legal OfficerGeneral Counsel and Secretary | $392.5K | $1.6M55 | |
| 2023 | – Former Chief Financial Officer | $405.0K | $1.6M55 |
Funding
Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.
- Private raises (Form D) $2.0M
Figures by year
| Year | Private raises (Form D) | Total |
|---|---|---|
| 2024 | $2.0M | $2.0M |
Private raises
Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.
Held by these funds
The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.
| Fund | Shares | Value | Share of the fund | Change |
|---|---|---|---|---|
| Sterling Capital Management LLC | 16 | $104 | 0.0% | New |
13F reports cover disclosed long positions in U.S. stocks only.
SEC filer profile
How Verano Holdings Corp. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARVerano Holdings Corp.1
- CIK0001848416
- Employer ID (EIN)98-15832434
- Filer statusAccelerated filer not an emerging growth company; not a smaller reporting company; not a shell company4
- Incorporated inNevada4
- Fiscal year endsDecember 311
- Industry code (SIC)0100 Agricultural Production-Crops1
- SEC reviewing officeOffice of Industrial Applications and Services, Division of Corporation Finance1
- Business address224 W Hill Street, Suite 400, Chicago, IL 606101
- Phone312-265-07301
- Shares outstanding73,217,970 as of Aug 3, 202611
- Public float$164.0M as of Jun 30, 20254
- AuditorMacias Gini & O’Connell LLP, Irvine, California PCAOB ID 324; it also attests to the company’s internal control over financial reporting4
- On EDGAR sinceMar 1, 20211
- Filings508 in all: 4 (228), 8-K (98), 144 (61), 3 (17), 10-Q (13), DEFA14A (8), 3/A (6), DEF 14A (6)1
All 36 form types
4/A (5), 8-K/A (5), D (5), UPLOAD (5), 10-K (4), ARS (4), CORRESP (4), SCHEDULE 13G/A (4), 10-12G/A (3), EFFECT (3), SC 13D/A (3), SC 13G (3), SCHEDULE 13D/A (3), SEC STAFF LETTER (3), S-3 (2), S-8 (2), SC 13G/A (2), 10-12G (1), 20FR12G (1), 8-K12G3 (1), NT 10-K (1), NT 10-Q (1), POS AM (1), PRE 14A (1), RW (1), S-8 POS (1), SC 13D (1), SCHEDULE 13G (1)
- Latest filingsAnnual report (10-K) Mar 12, 2026
Quarterly report (10-Q) Aug 5, 2026
Proxy statement (DEF 14A) Apr 29, 2026
Latest 8-K (8-K) Aug 5, 2026
Risk factors and legal proceedings
The risks Verano Holdings Corp. names in Item 1A of its 10-K filed Mar 12, 2026: 76 risks under these headings, as written.4
- Risks Related to Our Business and Operations – General
- Cannabis, other than hemp, remains illegal under U.S. federal law, and therefore any change in federal enforcement could have material adverse impact on our business, financial condition and results of operations.
- There is a substantial risk of regulatory or political change to federal, state and local laws permitting cannabis activities. Such changes could have a material adverse impact on our business, financial condition and results of operations.
- Rescheduling may lower the barriers to entry for well-capitalized institutional competitors.
- The federal rescheduling process is subject to significant procedural delays and legal challenges that could postpone or nullify any anticipated benefits.
- Challenging U.S. and global economic conditions may negatively impact our business, financial condition and results of operations.
- The Company and certain of our subsidiaries are borrowers under secured debt facilities, and we may be unable to repay, renew or refinance our indebtedness when it becomes due. Further, our debt facilities contain covenants that restrict our business and they may be difficult or costly for us to comply with. If we are unable to repay, renew or refinance our debts as they become due, it would have a material adverse effect on our business, financial condition and results of operations and the value of our Common Stock.
- The Company and our subsidiaries may incur additional indebtedness, and we may be unable to borrow on better or substantially similar terms to our existing indebtedness. New indebtedness facilities may contain covenants that further restrict our business and they may be difficult or costly for us to comply with. If we were to incur additional indebtedness that increases the cost of our indebtedness structure, it would have a material adverse effect on our business, financial condition and results of operations and the value of our Common Stock.
- We rely on the expertise of our management team and other employees experienced in the cannabis industry, and the loss of key personnel could negatively affect our business, financial condition and results of operations.
- We face risks related to our products.
- Our products may be returned or recalled, which could damage our brand identity and adversely affect our business, financial condition and results of operations.
- Cultivation biosecurity failures, including the introduction or spread of plant pathogens such as Hop Latent Viroid (“HpLVd”), could materially adversely affect our yields, product quality, and operating results.
The other 65 risks
- We are dependent on the popularity of consumer acceptance of our brand portfolio.
- Our sales volumes are difficult to forecast and a failure in the expected demand for our products to materialize could have a material adverse effect on our business, financial condition and results of operations.
- Our ability to accurately forecast, manage, and monetize inventory is subject to uncertainty and could materially adversely affect our operating results.
- There is a risk of fraudulent or illegal activity by our employees, contractors and consultants, and any fraudulent or illegal acts could negatively affect our business, financial condition and results of operations.
- We are subject to growth-related operational and execution risks and our inability to mitigate and address these risks would have a material adverse effect on our business plan, financial results and financial condition.
- Past performance is not necessarily indicative of future results, and if our actual operations differ materially from management’s expectations, it could have a material adverse effect on our business, financial condition and results of operations.
- Clinical research with respect to our products is ongoing, and negative findings could lead to rollbacks of state legalizations laws and negative public perceptions of cannabis, which would negatively affect our business, financial condition and results of operations.
- We may be subject to litigation.
- We may be subject to product liability claims which could adversely affect our business, financial condition and results of operations.
- We are exposed to various operational risks and natural phenomena, any of which may be uninsured or underinsured, and uninsured losses could have a material adverse effect on our business, financial condition and results of operations.
- Our property is subject to risk of civil asset forfeiture.
- Changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences, may have a material adverse impact on our business, operating results, and financial condition.
- Risks Related to Our Business and Operations – Organizational Structure and Acquisition-Based Strategy
- The Company is the ultimate holding company in its corporate organizational structure. As such, the Company depends on the performance of its subsidiaries and affiliates and therefore any material declines in the financial health or prospects of these entities will adversely affect our business, liquidity, financial condition and results of operations.
- We engage in acquisitions, dispositions and other strategic transactions, which present numerous execution risks. We may encounter unforeseen obstacles related to these transactions that would negatively impact our business, financial condition and results of operations and our Common Stock.
- We may not be able to identify and acquire businesses and cannabis licenses in desired markets or successfully integrate acquired businesses and assets that we deem necessary to achieve our desired growth, which would negatively impact our business plans, financial condition and results of operations.
- Many of the businesses that we acquire or invest in are early-stage companies that may have limited operations or revenues. These businesses may underperform our targets and projections and thus negatively impact our business, financial condition and results of operations.
- The uncertain, fragmented and early-stage nature of the cannabis industry often results in an unconventional due diligence process and acquisition and transaction terms that could result in unknown and materially detrimental consequences to us.
- Competition for the acquisition and leasing of properties suitable for the cultivation, production and sale of medical and adult use cannabis may impede our ability to make acquisitions or increase the cost of these acquisitions, which could negatively impact our business, financial condition and results of operation.
- We may purchase businesses and assets with limited representations and warranties from, or recourse to, the sellers of those businesses and assets. These limited representations and warranties and lack of recourse could result in no or limited legal remedies for unknown and materially detrimental problems with the business or assets we acquire, which in turn could negatively impact our business, financial condition and results of operations.
- We may enter or acquire businesses in developing markets where regulation of medical or adult use cannabis is uncertain or in process, exposing us to additional risks and expenses with respect to regulatory compliance.
- Our business and asset portfolio are not highly diversified by industry and our sales are geographically concentrated. If our cannabis business and assets underperform, our business, financial condition and results of operations would be negatively impacted.
- Our use of joint ventures, strategic partnerships and alliances may expose us to risks associated with jointly owned investments.
- The contractual arrangements we have with our consolidated variable interest entities (“VIEs”) are not as secure as direct ownership of such entities.
- Risks Related to our Business and Operations – The Cannabis Industry
- If we are unable to compete effectively with current and potential participants in the cannabis industry and the illicit and psychoactive hemp-based markets, or if competition with current and potential market participants results in pricing pressure on our products, our business, financial condition and results of operations will be adversely impacted.
- Synthetic products may compete with cannabis and cannabis products resulting in increased competition and downward pressure on demand, volume and the profitability of our products, which could adversely affect our business, financial conditions and results of operations.
- We face risks due to industry immaturity and limited comparable, competitive or established industry best practices.
- We rely on third-party suppliers, manufacturers and contractors based in the U.S., and any significant interruption or negative change in the quality, availability, trade policy, pricing and other economics of these relationships could have a material adverse effect on our business, financial condition and results of operations.
- A drop in the wholesale or retail price of cannabis products in the geographic areas in which we operate would negatively impact our business, financial condition and results of operations.
- Inconsistent public opinion and perception of the medical and adult use cannabis industry may hinder market growth and state adoption of cannabis, which would adversely impact our growth plans and current operations and result in an adverse effect on our business, financial condition and results of operations.
- The cannabis industry is subject to the risks inherent in an agricultural business, including environmental factors and the risk of crop failure. These risks could negatively impact our business, financial condition and results of operations.
- We may be adversely impacted by rising or volatile energy costs and available supply.
- We face physical security risks. Any theft or other security event could lead to human injury and financial losses that would negatively affect our business, financial condition and results of operations. If a security breach resulted in substantial cannabis diversion, we could become a target for federal cannabis enforcement.
- Risks Related to our Business and Operations – Government Regulation of Cannabis
- Disparate state-by-state regulatory landscapes and the constraints related to holding cannabis licenses in various states results in operational and legal structures that could have materially detrimental consequences to our business, financial condition and results of operations.
- Compliance with regulations regarding cannabis is difficult and costly because the regulation of cannabis differs by jurisdiction, is uncertain and frequently changes. Compliance with applicable regulatory laws may be costly and take an extended period of time which may adversely affect our business, financial condition and financial results. If we fail to comply with applicable laws regarding cannabis, our business, financial condition and results of operations may be adversely affected.
- There is a risk of high bonding and insurance costs which could materially impact our business, financial condition and results of operations.
- Unknown additional or increased regulatory fees, required fundings and taxes may be assessed in the future, which could materially impact our business, financial condition and results of operations.
- We are subject to environmental regulations, and future changes in environmental regulations could have a material adverse effect on our business, financial condition and results of operations.
- Our operating results may be adversely affected by changes in laws and policies governing employers and by union organizing activity.
- Increased unionization efforts and labor shortages could increase our operating costs and disrupt our ability to maintain consistent production levels.
- As an SEC Foreign Issuer in Canada with cannabis-related business activities, the Company may be subject to heightened scrutiny by Canadian authorities, which could negatively affect our business, financial condition and results of operations.
- We may be required by regulatory authorities to divest licenses, which would adversely impact our business, financial condition and results of operations.
- We are dependent on the banking industry, and we have difficulty accessing or consistently maintaining banking or other financial services due to the federal illegality of cannabis businesses, which could adversely impact our business, financial condition and results of operations.
- We, our directors, officers, investors and other stakeholders may be required to disclose personal information to regulatory authorities. Failing to do so could put our licenses in jeopardy and negatively impact our business, financial condition and results of operations.
- If one of our stockholders is found unsuitable by one of our licensing authorities, we may seek to redeem such stockholder’s ownership interests and we may be forced to use our cash or incur debt to fund such redemption of our securities. If we are unable to redeem our securities, such failure could result in the loss of current or potential cannabis licenses which would have an adverse effect on our revenues, financial performance and growth objectives.
- Our employees, business partners and investors may be subject to the risk of being barred from entry into the U.S. If our business partners, investors or personnel are barred from entering the United States, it could negatively impact our business, financial condition and results of operations.
- Applicable state laws may prevent us from maximizing our potential income, including by restricting our sales and marketing activities. If our profits are constrained by such regulations, it could negatively impact our business, financial condition and results of operations.
- Cannabis may become subject to increased regulation by the FDA or the Bureau of Alcohol, Tobacco, Firearms and Explosives (the “ATF”). If we are unable to comply with applicable regulations, it could have a material adverse effect on our business, financial condition and results of operations.
- Because cannabis is illegal at the U.S. federal level, we may be unable to enforce our contracts, which could negatively impact our business, financial condition and results of operations.
- Because states may not allow or enforce the pledge of cannabis assets as collateral, we may not be able to obtain financing or obtain better terms of financing on a secured basis or enforce any liens we may be granted on the inventory or licenses of third parties that secure our payment and other rights.
- Because cannabis is illegal under U.S. federal law, we may lack access to U.S. bankruptcy protections, which could negatively impact our business, financial condition and results of operations.
- Risks Related to our Business and Operations – Information Technology, Cybersecurity and Intellectual Property
- We are subject to risks related to our information technology systems, including cyber-security risks. Successful cyber-attacks or technological malfunctions can result in, among other things, financial losses, the inability to process transactions, the unauthorized release of confidential information and reputational risk, all which would negatively impact our business, financial condition and results of operations.
- Our increasing use of, or failure to effectively implement, artificial intelligence (AI) and automated systems could lead to operational disruptions, data inaccuracies, or legal liabilities.
- We rely on third-parties to provide numerous capabilities that we depend upon on to operate, and a disruption of these systems could adversely affect our business.
- Strong brand identities are important to our success, and we may have to incur significant expenses to maintain our brand identities. If we are unable to protect our brands or if the cost is excessive, it could negatively affect our business, financial condition and results of operations.
- We are reliant on intellectual property rights. If we fail to protect our intellectual property it could negatively affect our business, financial condition and results of operations.
- There is limited trademark protection for cannabis products. If we are unable to protect our trademarks, it could negatively affect our business, financial condition and results of operations.
- Our trade secrets may be difficult to protect. Our failure to maintain meaningful trade secret protection could adversely affect our competitive position and our business, financial condition and results of operations.
- We may be exposed to infringement or misappropriation claims by third parties, which, if determined adversely to us, could subject us to significant liabilities and other costs, negatively impacting our business, financial condition and results of operations.
- Our business may be adversely affected by an increasing prevalence of fraud and other financial crimes.
- Risks Related to our Securities, Internal Controls and Governance
- We may be unable to realize the anticipated benefits of the Continuance, or we may be unable to do so within the anticipated timeframe.
- A return on our securities is not guaranteed.
- The elimination of individual liability against our directors and officers under Nevada law and the existence of indemnification rights for our directors and officers may result in substantial expenditures by us and may discourage claims for wrongful acts against our directors and officers, which could negatively impact our business, financial condition and results of operations.
- Our organizational documents contain provisions that may prevent transactions that could be beneficial to our stockholders and may insulate our management from removal.
Legal proceedings
On January 31, 2022, the Company entered into an Arrangement Agreement (the “Arrangement Agreement”) with Vireo Growth Inc. (“Vireo”), formerly known as Goodness Growth Holdings, Inc., pursuant to which the Company agreed to acquire all of the issued and outstanding equity interests of Vireo in exchange for equity interests in the Company, subject to the conditions set forth in the Arrangement Agreement. On October 13, 2022, the Company provided written notice to Vireo of Vireo’s breach of the Arrangement Agreement and exercised the Company’s termination rights under the Arrangement Agreement. On October 21, 2022, Vireo filed suit against the Company in a notice of Civil Claim captioned Goodness Growth Holdings, Inc. v. Verano Holdings Corp. in the Supreme Court of British Columbia , Canada, Vancouver Registry, Case No. S-228521, alleging that the Company breached (i) the Arrangement Agreement through, among other things, the purported wrongful repudiation of the Arrangement Agreement, (ii) the duty of good faith, and (iii) the duty of honest performance in contract. On November 14, 2022, the Company filed a response and counterclaim asserting that Vireo owed it a termination fee in the amount of $14,875,000, or alternatively, the reimbursement of out-of-pocket fees and expenses of up to $3,000,000 as a result of our termination of the Arrangement Agreement, which was based upon our belief that Vireo breached covenants and representations in the Arrangement Agreement and the occurrence of other termination events.
The opening of Item 3, Legal Proceedings.4
Sources
The numbers on this page point here. Each one links to the record it came from.
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- 13SEC EDGARDarren Henry Weiss, President
- 14SEC EDGARJohn Allen Tipton, President
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- 19SEC EDGARGeorge Peter Archos, Officer
- 20SEC EDGARJosh Heine, VP, Corporate Controller
- 21SEC EDGARJames Angelo Leventis, Officer
- 22SEC EDGARJohn Allen Tipton, Officer
- 23SEC EDGARLaura Marie Kalesnik, Officer
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- 25SEC EDGARDavid Spreckman, EVP, Marketing
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- 30SEC EDGARCristina Maria Nunez, Board member
- 31SEC EDGARLawrence Randall Hirsh, Board member
- 32SEC EDGARGeorge Peter Archos, Board member
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- 35SEC EDGARResults of operations
- 36SEC EDGARCode of ethics changed
- 37SEC EDGARShareholder vote
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- 40SEC EDGARExecutive or director change
- 41SEC EDGAROther events
- 42SEC EDGARResults of operations; Other events
- 43SEC EDGARExecutive or director change
- 44SEC EDGARResults of operations; Other events
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- 46SEC EDGARResults of operations
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