Verano Holdings Corp. Announces Shareholder Approval to Redomicile Parent Company from British Columbia to Nevada

Executive Summary

• Shareholders approved Verano Holdings Corp.’s plan to redomicile from British Columbia, Canada to the State of Nevada at a Special Meeting on October 27, 2025.
• Completion of the Continuance will require a Final Order from the British Columbia Supreme Court and additional filings in both jurisdictions; timing is uncertain due to an employee strike at the BC Registrar of Companies.
• Upon completion, all existing subordinate voting shares, stock options, and restricted stock units will be exchanged on a one‑for‑one basis for Nevada‑domiciled common stock, with adjustments under the Company’s Stock and Equity Incentive Plan.

Key Details

• Shareholder Approval: The Special Meeting of Shareholders held on 27 Oct 2025 voted to approve the redomicile plan.
• Required Filings: A Final Order from the British Columbia Supreme Court, plus filings in BC and Nevada, are needed before the Continuance can be effected.
• Delay Notice: An employee strike at the BC Registrar of Companies prevents a definitive completion date; Verano will finalize the process “as expediently as possible.”
• Continuance Mechanics:
• All outstanding subordinate voting shares of the British Columbia‑incorporated Verano Holdings Corp. will automatically convert, on a one‑for‑one basis, into Nevada‑domiciled common stock.
• Existing stock options and restricted stock units will be adjusted per the Company’s Stock and Equity Incentive Plan to receive an equal number of Nevada Common Stock shares.
• Impact on Shareholders: No change in ownership percentages; the conversion is purely a jurisdictional shift with identical share counts.

Notable Quotes

(No executive quotes were included in the release.)