Verano Holdings Corp. 8-K

What Happened

• Verano Holdings Corp. filed an 8‑K reporting a 1-for-5 reverse stock split that became effective at 12:01 a.m. Pacific Time on June 11, 2026. Every five pre-split shares were combined into one post-split share; par value per share did not change.
• Prior to the split the company had 367,690,781 shares issued; following the split there are approximately 73,918,135 issued shares (subject to rounding for fractional shares). The company also reduced its authorized common shares from 5,000,000,000 to 1,000,000,000 via a Certificate of Change filed with the Nevada Secretary of State.
• The filing notes a material modification to security holder rights to the extent required by applicable law and includes a press release dated June 11, 2026 as an exhibit.

Key Details

• Reverse split effective: June 11, 2026 at 12:01 a.m. PT.
• Issued shares before/after: 367,690,781 → ~73,918,135 (post-split, subject to fractional rounding).
• Authorized shares reduced: 5,000,000,000 → 1,000,000,000.
• Fractional shares: no fractional post-split shares issued; holders entitled to fractional shares will receive a cash payment based on the Cboe Canada closing price on the trading day before June 11, 2026.
• Equity awards: per-share exercise/conversion prices and numbers of shares for outstanding options and RSUs were proportionately adjusted; award share counts were rounded down to the nearest whole share.
• Trading/ticker/CUSIP: common stock continues on Cboe Canada as “VRNO”; will trade on OTCQX as “VRNOD” for 20 business days then revert to “VRNO”. New CUSIP is 92339H200.

Why It Matters

• The reverse split reduces the company’s outstanding share count and proportionately increases the per-share price, but does not change any holder’s percentage ownership or voting power except for effects from fractional-share cash‑outs and rounding of awards.
• The proportionate adjustment and rounding down of option/RSU share counts can slightly reduce potential future dilution from those awards.
• The reduction in authorized shares limits the total number of shares the company may issue without further shareholder/board action. Investors should note the temporary OTCQX ticker change and the new CUSIP when tracking or trading shares.