Verano Holdings Corp.

8-K · form8-k.htm

0001848416

 2026-06-01
 2026-06-01

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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

  

 FORM
 8-K

  

 CURRENT
REPORT

 Pursuant
to Section 13 or 15(d)

 of
the Securities Exchange Act of 1934

  

 Date
of Report (Date of earliest event reported): June 1, 2026

  

 VERANO
HOLDINGS CORP.

 (Exact
Name of Registrant as Specified in its Charter)

  

  

  

 Nevada
  
 000-56342
  
 98-1583243

 (State
 or Other Jurisdiction

of Incorporation)
  
 (Commission

File Number)

  
 (IRS
 Employer

Identification No.)

  

 224
West Hill Street , Suite 400

 Chicago ,
 Illinois

 (Address
of Principal Executive Offices)

  

 60610

 (Zip
Code)

  

 (312)
 265-0730

 (Registrant’s
Telephone Number, Including Area Code)

  

 N/A

 (Former
Name or Former Address, if Changed Since Last Report)

  

 Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:

  

  
 ☐
 Written
 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  
  
  

  
 ☐
 Soliciting
 material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  
  
  

  
 ☐
 Pre-commencement
 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  
  
  

  
 ☐
 Pre-commencement
 communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 Securities
registered pursuant to Section 12(b) of the Act:

  

 Title
 of each class
  
 Trading
 Symbol
  
 Name
 of each exchange on which registered

 N/A
  
 N/A
  
 N/A

  

 Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

  

 Emerging
growth company ☐

  

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

  

  

  

  

  

  

 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.

  

 2

  

  

 SIGNATURE

  

 Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

  

 Date:
 June 2, 2026
 VERANO
 HOLDINGS CORP.

  
  

  
 /s/
Laura Marie Kalesnik

  
 Laura
 Marie Kalesnik

  
 Chief
 Legal Officer,

  
 General
 Counsel and Secretary

  

 3