Verano Holdings Corp. Enters Material Definitive Agreement

TL;DR

Verano Holdings Corp. just signed a big deal with new financial obligations.

AI Summary

On September 30, 2025, Verano Holdings Corp. entered into a material definitive agreement, creating a direct financial obligation. The company, incorporated in British Columbia with its principal executive offices in Chicago, IL, filed this 8-K report on October 1, 2025.

Why It Matters

This filing indicates a significant new financial commitment or obligation for Verano Holdings Corp., which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and new financial obligations can introduce financial risks and operational changes that warrant careful monitoring.

Key Players & Entities

• Verano Holdings Corp. (company) — Registrant
• September 30, 2025 (date) — Date of earliest event reported
• October 1, 2025 (date) — Filing date
• British Columbia (jurisdiction) — State or Other Jurisdiction of Incorporation
• Chicago, Illinois (location) — Address of Principal Executive Offices

FAQ

Key Financial Figures

• $75,000,000 — epayments The Revolver provides for a $75,000,000 revolving loan facility, $50,000,000 of
• $50,000,000 — a $75,000,000 revolving loan facility, $50,000,000 of which was drawn upon the Closing Dat
• $2,500,000 — sing Date, the Revolver may be drawn in $2,500,000 increments upon ten business days prior

Filing Documents

• form8-k.htm (8-K) — 51KB
• ex10-1.htm (EX-10.1) — 957KB
• ex99-1.htm (EX-99.1) — 19KB
• ex99-1_001.jpg (GRAPHIC) — 4KB
• 0001493152-25-016466.txt ( ) — 1376KB
• vrnof-20250930.xsd (EX-101.SCH) — 3KB
• vrnof-20250930_lab.xml (EX-101.LAB) — 33KB
• vrnof-20250930_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 3KB

From the Filing

UNITED 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): September 30, 2025 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia A1 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 60610 (Address of Principal Executive Offices) (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 1.01 Entry into a Material Definitive Agreement. On September 30, 2025 (the " Closing Date "), Verano Holdings Corp., a British Columbia corporation (the " Company "), entered into a Credit Agreement (the " Revolver "), by and among the Company, as a guarantor, certain subsidiaries of the Company from time-to-time party thereto as borrowers (the " Real Estate Subsidiaries "), lenders from time-to-time party thereto (the " Lenders "), and Chicago Atlantic Admin, LLC, a Delaware limited liability company (" Chicago Atlantic "), as administrative agent for the Lenders. Principal, Maturity, Security, Interest and Prepayments The Revolver provides for a $75,000,000 revolving loan facility, $50,000,000 of which was drawn upon the Closing Date and used to prepay, without any penalty or premium, $50,000,000 of outstanding obligations due under the Credit Agreement, dated as of October 27, 2022, by and among the Company, subsidiaries of the Company from time-to-time party thereto, lenders from time-to-time party thereto and Chicago Atlantic, as administrative agent for such lenders (the " 2022 Credit Facility "), a copy of which was filed as Exhibit 10.1 to the Company's Current Report of Form 8-K filed with the U.S. Securities and Exchange Commission (the " SEC ") on October 27, 2022. Amounts drawn under the Revolver do not require amortization payments and all outstanding amounts are due in full on September 29, 2028. The Revolver provides for a floating annual interest rate on amounts drawn equal to one-month Term SOFR (subject to a minimum 4% SOFR floor) plus 6%, which rate may be increased by 3% upon an event of default or 6% upon a material event of default as provided in the Revolver. After the Closing Date, the Revolver may be drawn in $2,500,000 increments upon ten business days prior notice and any outstanding amount under the Revolver may be voluntarily prepaid in $2,500,000 increments upon five business days prior notice without any penalty or premium, unless such prepayment occurs within six months of the applicable advance, in which case, such prepayment shall be subject to a six-month interest make whole. Any amounts prepaid may be redrawn subject to the same requirements set forth above. The Revolver is subject to a borrowing base which requires the outstanding principal balance under the Revolver to be equal to or less than 60% of the appraised value, net of certain indebtedness, of the owned real estate serving as collateral for the Revolver from time to time. The obligations under the Revolver are secured by substantially all of the assets of the Real Estate Subsidiaries, which primarily consistent of owned real estate, and are guaranteed by the Company on an unsecured basis. Additionally, the Revolver allows for the proportionate release of certain Real Estate Subsidiaries upon request of the Company so long as the outstanding principal balance under the Revolver does not exceed 60% of the appraised value, net of certain in

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