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): March 1216, 2026

VERANO HOLDINGS CORP.

(Exact Name of Registrant as Specified in its Charter)

Nevada

000-56342

98-1583243

~~000-56342~~

~~98-1583243~~

(State or Other Jurisdictionof Incorporation)

(CommissionFile Number)

(IRS EmployerIdentification No.)

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

224 West W Hill Street, Suite 400,

Chicago, Illinois ~~60610~~

(Address of Principal Executive Offices) ~~(Zip Code)~~

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:

o☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o☐ 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 o☐

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. o☐

Item 25.02 ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On March 12 16, 2026, ~~Verano~~John ~~Holdings~~Tipton ~~Corp.~~retired ~~(the~~from ~~“Company”)~~his ~~issued~~position aas ~~press~~President ~~release~~of (the ~~“Earnings~~Southern ~~Press~~Region ~~Release”)~~of ~~announcing~~Verano ~~its~~Holdings ~~financial~~Corp., ~~results~~a ~~for~~Nevada corporation (the ~~quarter~~“Company”), and ~~fiscal~~from ~~year~~all ~~ended~~his ~~December 31~~positions as an officer, ~~2025.~~manager Aand ~~copy~~employee of the ~~Earnings~~Company ~~Press~~and ~~Release~~its issubsidiaries. Mr. ~~furnished~~Tipton aswill ~~Exhibit~~remain ~~99.1~~a tomember ~~this~~of ~~Form~~the ~~8-K~~Company’s Board of Directors.

InUpon his ~~accordance~~retirement, ~~with~~the ~~General~~Company ~~Instruction~~entered Binto a consulting agreement with Mr.2 Tipton as of ~~Form~~March ~~8-K~~16, 2026 (the ~~information~~“Consulting inAgreement”), pursuant ~~this~~to ~~Item~~which 2Mr.~~02,~~ ~~including~~Tipton ~~Exhibit~~will ~~99.1,~~provide ~~shall~~consulting ~~not~~and beadvisory ~~deemed~~services to bethe ~~“filed”~~Company ~~for~~and ~~purposes~~its ofsubsidiaries ~~Section~~with 18respect ofto the ~~Securities~~Company’s operations ~~Exchange~~nationally ~~Act~~and in the State of ~~1934~~Florida, as ~~amended~~further ~~(the~~detailed ~~“Exchange~~in ~~Act”),~~the orConsulting ~~otherwise~~Agreement. ~~subject~~The toterm of the ~~liability~~Consulting ofAgreement will ~~that~~expire ~~section~~on March 16, ~~and~~2027 ~~shall~~which ~~not~~may be ~~incorporated~~extended by ~~reference~~mutual ~~into~~agreement ~~any~~of ~~registration~~the ~~statement~~Company orand ~~other~~Mr. ~~document~~Tipton. ~~filed~~The ~~under~~Consulting ~~the~~Agreement ~~Securities~~contains customary ~~Act of 1933~~representations, ~~as amended (the “Securities Act”)~~warranties, orcovenants ~~the~~and ~~Exchange~~confidentiality ~~Act~~provisions.

~~Item~~At the 8time of Mr.01 ~~Other~~Tipton’s ~~Events~~retirement, 168,971 restricted stock units (“RSUs”) and $603,125 of cash awards previously awarded to Mr. Tipton under the Company’s long term incentive plans vested in full. As an inducement and consideration for Mr. Tipton entering into the Consulting Agreement and in recognition of his future services under the Consulting Agreement, Mr. Tipton received 909,090 RSUs under the Company’s stock and equity incentive plan, which RSUs vested into an equal number of shares of the Company’s common stock. Mr. Tipton received a cash payment of $100,000 and is entitled to $35,000 per month during the term of the Consulting Agreement.

OnThe foregoing ~~March~~description ~~12,~~of ~~2026~~ the ~~Company~~Consulting ~~issued~~Agreement adoes ~~press~~not ~~release~~purport ~~announcing~~to ~~the~~be ~~closing~~complete ofand ais ~~$195~~qualified,~~000,000~~ ~~senior~~in ~~secured~~its ~~term~~entirety, ~~loan under a new credit agreement agented~~ by ~~Needham~~reference ~~Bank,~~to the afull ~~Massachusetts~~text ~~commercial bank, as administrative~~ and ~~collateral~~terms ~~agent, and Chicago Atlantic Financial Services, LLC, as co-administrative agent. A copy~~ of the ~~press~~Consulting ~~release~~Agreement, which is ~~attached~~filed as Exhibit 9910.21 to this Current Report on Form 8-K ~~and is hereby incorporated by reference into this Item 8~~.~~01.~~

~~The~~Item ~~information furnished under this item 8~~9.01, ~~including~~Financial ~~Exhibit~~Statements ~~99.2 incorporated by reference herein, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section~~ and ~~shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act~~Exhibits.

~~Item 9.01 Financial Statements and~~ (d) Exhibits

(d) Exhibits:

Exhibit No.		Description
10.1		Consulting Agreement dated March 16, 2026 between Verano Holdings Corp. and John Tipton
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~99.1 Earnings Press Release, dated March 12, 2026~~2

~~99.2 Press Release, dated March 12, 2026~~SIGNATURE

~~104 Cover~~Pursuant to ~~Page~~the ~~Interactive~~requirements ~~Data~~of ~~File~~the ~~(embedded~~Securities ~~within~~Exchange Act of 1934, the ~~inline~~Registrant ~~XBRL~~has ~~document)~~duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SIGNATURES

Date: March 18, 2026	VERANO HOLDINGS CORP.

	/s/ Laura Marie Kalesnik
	Chief Legal Officer,
	General Counsel and Secretary

~~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.~~3

Dated: March 12, 2026

By: /s/ Richard Tarapchak Name: Richard Tarapchak Title: Chief Financial Officer (Principal Financial Officer)

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