Verano Holdings Corp. 8-K

What Happened

• Verano Holdings Corp. filed a Certificate of Change with the Nevada Secretary of State on June 2, 2026, to implement a 1-for-5 reverse stock split of its common stock. The Reverse Stock Split is expected to become effective at 12:01 a.m. Pacific Time on June 11, 2026, and the company’s common stock is expected to trade on a split-adjusted basis when markets open that day.

Key Details

• Shares outstanding: 365,077,512 shares as of June 4, 2026; after the 1-for-5 split this would be approximately 73,015,502 shares (assuming no new issuances).
• Trading: Common stock expected to continue trading on Cboe Canada and OTCQX under the symbol “VRNO” on a split-adjusted basis.
• Fractional shares: No fractional post-split shares will be issued. Holders entitled to fractional shares will receive a cash payment equal to the fractional interest multiplied by the closing sale price on Cboe Canada the trading day before the split’s effective date.
• Securities adjustments: Per-share exercise prices and numbers of shares for outstanding stock options, restricted stock units, and other convertible securities will be proportionally adjusted under their terms.

Why It Matters

• The reverse split reduces the number of outstanding shares and adjusts per-share figures but does not materially change each holder’s proportional ownership or voting power except where fractional shares are rounded down.
• Investors should expect share counts, option strike prices, and reported per-share metrics to be adjusted on the split ratio; small holders may receive cash in lieu of fractional shares.
• No financial results or management changes were reported in this filing — the 8-K focuses on the corporate capitalization change and related technical adjustments.