Verano to seek shareholder OK to redomicile to Nevada

Executive Summary

• Verano Holdings Corp. has announced a proposed plan to redomicile its parent company from British Columbia, Canada, to the state of Nevada.
• The Board of Directors has approved the plan, and the company will seek shareholder approval at a special meeting.
• The redomiciliation is intended to align the corporate structure with its U.S.-based operations and streamline regulatory compliance, without materially impacting its existing manufacturing and retail business.

Key Details

• Transaction Type: Plan of arrangement to continue the company from British Columbia, Canada, to Nevada, USA.
• Share Exchange Ratio: Existing subordinate voting shares of the BC-formed Verano will be exchanged on a one-for-one basis for shares of common stock of the continued Nevada-domiciled Verano.
• Equity Adjustments: Outstanding stock options and restricted stock units (RSUs) will be deemed adjusted pursuant to the stock and equity incentive plan to become options and RSUs entitling holders to an equal number of Nevada common stock shares.
• Trading Symbols: Upon completion, Nevada common stock will trade on the Cboe Canada exchange under ticker VRNO and be quoted on the OTCQX under symbol VRNOF.
• Regulatory Filings: A preliminary proxy statement was filed with the U.S. Securities and Exchange Commission (SEC) and in Canada on SEDAR+ on September 12, 2025.
• Shareholder Approval: Shareholder approval is required at a proposed special meeting; the Board retains the discretion to proceed or not proceed with the arrangement even after approval.
• Operational Impact: The company states the move is not expected to materially impact its existing manufacturing and retail business, which spans 13 U.S. states, including its corporate headquarters in Chicago, Illinois.
• Rationale: The move aims to better align with U.S.-based business operations, streamline organizational and regulatory structure, and unlock shareholder value.

Notable Quotes

• "Since inception and our 2021 go-public transaction, we've focused on ways to unlock shareholder value and create potential catalysts for the business, including enhancements to our corporate structure and executing a capital markets strategy that positions Verano to capitalize on near- and long-term growth opportunities," said George Archos, Verano chairman and chief executive officer.
• "From our 2023 strategic decision to list company shares on Cboe Canada, a senior U.S.-based exchange with global operations, to our redomiciling in the U.S. as a newly registered Nevada enterprise, we are prepared to leverage opportunities that benefit the company and our shareholders."