Verano Holdings Corp.

09/16/2025 | Press release | Distributed by Public on 09/16/2025 04:01

Amendment to Current Report (Form 8-K/A)

Exhibit 99.1

Verano Holdings Corp. Announces Proposed Redomicile of Parent Company from British Columbia to Nevada

CHICAGO, September 15, 2025 (GLOBE NEWSWIRE) - Verano Holdings Corp. (Cboe CA: VRNO) (OTCQX: VRNOF) ("Verano" or the "Company"), a leading multi-state cannabis company, today announced that the Company's Board of Directors approved, and the Company will be seeking shareholder approval of, a proposed plan to redomicile Verano Holdings Corp. from British Columbia, Canada, to the State of Nevada.

Verano believes that redomiciling in the United States better aligns with its U.S. based business and operations and streamlines its organizational and regulatory structure within the United States, among other reasons discussed in the preliminary proxy statement filed by the Company on September 12, 2025 with the U.S. Securities and Exchange Commission and in Canada on SEDAR+ (the "Preliminary Proxy Statement").

"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."

The Company's plan to redomicile Verano Holdings Corp. in the United States is not expected to materially impact its existing manufacturing and retail business spanning 13 U.S. states, including the location of its corporate headquarters in Chicago, Illinois.

Pursuant to the Company's proposed plan of arrangement, Verano will continue from the jurisdiction of British Columbia, Canada to the jurisdiction of the State of Nevada (the "Continuance"). Upon completion of the Continuance, the issued and outstanding subordinate voting shares of the British Columbia-formed Verano Holdings Corp. will automatically be exchanged on a one-for-one basis for shares of common stock of the continued Verano Holdings Corp. domiciled in Nevada ("Nevada Common Stock"). Each of the Company's outstanding stock options and restricted stock units will be deemed to be adjusted pursuant to the terms of the Company's Stock and Equity Incentive Plan to become a stock option and a restricted stock unit to receive an equal number of shares of Nevada Common Stock, respectively.

The Preliminary Proxy Statement was filed in connection with a proposed special meeting of the Company's shareholders to consider and, if thought advisable, approve a plan of arrangement implementing the Continuance. The Board of Directors of the Company may, at any time including after receiving shareholder approval, in its discretion, decide not to proceed with the arrangement and not complete the Continuance.

Upon completion of the Continuance, the Nevada Common Stock will trade on the Cboe Canada exchange under the Company's existing ticker symbol, "VRNO" and be quoted on the OTCQX under the symbol "VRNOF".

For more information on Verano Holdings Corp., please visit the Company's investor website: https://investors.verano.com/.

Verano B-Roll Video and Images: available for download in Verano's Media Kit (credit "courtesy of Verano").

About Verano


Verano Holdings Corp. (Cboe CA: VRNO) (OTCQX: VRNOF), one of the U.S. cannabis industry's leading companies based on historical revenue, geographic scope and brand performance, is a vertically integrated, multi-state operator embracing a mission of saying Yes to plant progress and the bold exploration of cannabis. Verano provides a superior cannabis shopping experience in medical and adult use markets under the Zen Leaf and MÜV dispensary banners, including Cabbage Club, an innovative annual membership program offering exclusive benefits for cannabis consumers. Verano produces a comprehensive suite of high-quality, regulated cannabis products sold under its diverse portfolio of trusted consumer brands including Verano, (the) Essence, MÜV, Savvy, BITS, Encore, and Avexia. Verano's active operations span 13 U.S. states, comprised of 15 production facilities with over 1.1 million square feet of cultivation capacity. Learn more at Verano.com.

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Steve Mazeika

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Verano Holdings Corp. published this content on September 16, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 16, 2025 at 10:02 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]