Verano Holdings Corp. 8-K

What Happened
Verano Holdings Corp. (VRNO) announced a 1-for-5 reverse stock split of its common stock on June 1, 2026, to become effective on or about June 11, 2026. The Board implemented the split under authority in the company’s Articles of Incorporation. The split will combine every five outstanding shares into one share and no fractional shares will be issued.

Key Details

• Reverse split ratio: 1-for-5.
• Outstanding shares (based on May 29, 2026): reduced from 364,381,806 to 72,876,361.
• Authorized shares: being reduced from 5,000,000,000 to 1,000,000,000 via a Certificate of Change.
• Fractional shares: holders entitled to fractions (i.e., record holders with fewer than 5 shares) will receive a cash payment equal to the fair market value of the fractional share based on the closing price on Cboe Canada Exchange Inc. on the trading day before the effective date; cashed-out holders will cease to be shareholders.

Why It Matters
A reverse split consolidates the share count and proportionally increases the per-share basis (number of shares held will be divided by five). The company says the split will not change any stockholder’s ownership percentage except for minor changes caused by cash payments for fractional shares. Retail investors holding fewer than five shares before the effective date will be paid cash in lieu of any fractional share and will no longer own Verano stock after the split.