Verano Proposes to Redomicile Parent Company From British Columbia to Nevada

[PRESS RELEASE] – CHICAGO, Sept. 15, 2025 – Verano Holdings Corp., a leading multistate cannabis company, 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 Sept. 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,” Verano Chairman and CEO George Archos said. “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, which spans 13 U.S. states, including the location of its corporate headquarters in Chicago.

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 company’s board of directors 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., visit the company’s investor website: https://investors.verano.com/.