Verano Announces 1-for-5 Reverse Stock Split to Prepare the Company for Prospective U.S. Stock Exchange Listing

Executive Summary

• Board of Directors approved a 1-for-5 reverse stock split aimed at consolidating share count and advancing eligibility for a future uplist to a major U.S. stock exchange.
• The consolidation is expected to take effect on or about June 11, 2026, reducing total issued and outstanding shares from approximately 364.4 million to 72.9 million.
• The Company will pay cash in lieu of fractional shares, proportionately adjust all outstanding options/convertibles, and continue trading on Cboe Canada and OTCQX under the “VRNO” symbol.

Key Details

• Consolidation Ratio: 1 post-consolidation share for every 5 pre-consolidation shares.
• Expected Effective Date: On or about June 11, 2026.
• Pre-split Outstanding Shares: 364,381,806.
• Post-split Outstanding Shares: Approximately 72,876,361 (assuming no additional issuances).
• Fractional Share Treatment: No fractional shares will be issued; holders of fractional shares will receive a cash payment equal to the fractional share's proportional value, calculated using the closing sale price on Cboe Canada on the trading day preceding the effective date.
• Derivative/Convertible Adjustments: Exercise or conversion prices, and the number of shares issuable under all outstanding stock options, RSUs, and other convertible securities will be proportionately adjusted in accordance with their respective terms.
• Trading & Listing Status: Common stock will continue to trade on Cboe Canada and OTCQX under the symbol “VRNO” post-split; the Company is actively pursuing a future listing on a major U.S. exchange.
• Strategic Context: Action builds on prior initiatives including the redomiciling of Verano Holdings Corp. from British Columbia, Canada to the state of Nevada in November 2025.
• Exchange Agent: Odyssey Trust Company.

Notable Quotes

• “The Reverse Stock Split marks another significant step forward for Verano and our future and builds on a series of strategic initiatives we’ve executed to position Verano ahead of growth and U.S. capital markets opportunities,” — George Archos, Founder and CEO.
• “...in anticipation of prospective reforms that may follow in the near future, the reverse stock split is a prudent strategic measure that prepares the Company for listing on a major U.S. exchange, which we believe is in the best interests of our employees and stockholders.” — George Archos, Founder and CEO.