Management Change/Compensation (Form 8-K)

Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In recognition of his leadership, contributions, long service and dedication to the Company, on June 1, 2026, George Archos, the Chair, Chief Executive Officer and President of Verano Holdings Corp. (the "Company") received (i) a $2,500,000 cash bonus and (ii) an award of 2,500,000 restricted stock units ("RSUs") issued under the Verano Holdings Corp. Stock and Incentive Plan (the "Equity Plan"), which immediately vested into 2,500,000 shares of the Company's common stock, par value $0.001.

On June 1, 2026, Mr. Archos also cancelled his employment agreement with the Company which he entered into over five years ago in February 2021. Mr. Archos is continuing in his roles as Chair, Chief Executive and President of the Company. On the same day, Mr. Archos' base salary was increased to $650,000 retroactive to January 1, 2026, and Mr. Archos received annual awards under the Company's long-term incentive program comprised of (i) RSUs issued under the Equity Plan with a grant date value equal to $568,750 and (ii) cash with a grant date value of $568,750, both of which vest in three equal installments over three years and are conditioned on his continued employment with the Company.