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)

(312) 265-0730

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 3.03 Material Modification to Rights of Security Holders.

On March 24, 2023, Verano Holdings Corp., a British Columbia corporation (the “Company”), automatically converted each outstanding share of its Class B proportionate voting shares (“PV Shares”) into 100 shares of its Class A subordinate voting shares (“SV Shares”) pursuant to the terms of the Company’s Articles (the “Conversion”). The rights and preferences of the SV Shares and the PV Shares are the same, except that the PV Shares are entitled to economic and voting rights 100 times the economic and voting rights of the SV Shares, which forms the basis for the conversion ratio of 100 SV Shares per PV Share. The SV Shares are listed on the Canadian Securities Exchange under the symbol “VRNO” and are also quoted for trading in the U.S. on the OTCQX under the symbol “VRNOF”. The PV Shares were not listed or quoted for trading.

Item 7.01 Regulation FD Disclosure.

A copy of the press release issued on March 27, 2023 announcing the Conversion is filed as Exhibit 99.1 hereto and incorporated herein by reference.

The information furnished under this item 7.01, including Exhibit 99.1 incorporated by reference herein, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.