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Press release

Verano Announces Strong Third Quarter 2026 Financial Results Highlighted by $212 Million in Revenue and Year-Over-Year Organic Growth

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Company generates revenue increase of $10 million, or 5%, and highest level of cash flow from operations in four years CHICAGO, October 29, 2026 (GLOBE NEWSWIRE) – Verano Holdings Corp. (Cboe CA: VRNO) (OTCQX: VRNO) (“Verano” or the “Company”), a leading multi-state cannabis company, today announced its financial results for the third quarter ended September 30, 2026, which were prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”).

Third Quarter 2026 Financial Highlights

For the Three Months Ended,For the Nine Months Ended,
($ in thousands)September 30, 2026September 30, 2025September 30, 2026September 30, 2025
Revenues, net of Discounts$212,443 $202,810 $638,539 $614,891 
Gross Profit100,038 95,237 298,713 307,802 
Income from Operations11,908 9,277 28,150 50,490 
Net Loss Attributable to Verano Holdings Corp. & Subsidiaries(4,065)(43,832)(35,299)(74,497)

Adjusted EBITDA1

50,353 53,109 150,588 173,660 

Third Quarter 2026 Financial Highlights

•Revenues, net of discounts, of $212 million, an increase of 5% versus the third quarter 2025.

•Gross profit of $100 million or 47% of revenue.

•SG&A expenses of $85 million or 40% of revenue.

•Net Loss of $(4) million or (2)% of revenue.

•Adjusted EBITDA1 of $50 million or 24% of revenue.

•Net cash provided by operating activities of $49 million.

•Capital expenditures of $13 million.

Third Quarter 2026 Year-To-Date Financial Highlights

•Revenues, net of discounts, of $639 million, an increase of 4% year-over-year.

•Gross profit of $299 million or 47% of revenue.

•SG&A expenses of $263 million or 41% of revenue.

•Net Loss of $(35) million or (6)% of revenue.

•Adjusted EBITDA1 of $151 million or 24% of revenue.

•Net cash provided by operating activities of $98 million.

•Capital expenditures of $40 million.

Management Commentary

“I am proud of our teams for delivering another strong quarter, highlighted by a 5% increase in revenue, robust retail performance, and achieving our highest level of operating cash flow in four years,” said George Archos, Verano founder, Chairman and Chief Executive Officer.

“With year-to-date revenue up 4% by quarter-end on an annual basis, and exciting seasonal products and promotions set to launch during the busy holiday season, the completion of several retail and CPG enhancement projects on schedule by year-end, and multiple catalysts on the horizon – including the exciting launch of retail adult use sales in Virginia – we aim to close 2026 on a high note, and look forward to hitting the ground running in what we anticipate will be an exciting year for Verano and the industry in 2027.”

Third Quarter 2026 Financial Overview

Revenues, net of discounts, for the third quarter 2026 were $212 million, up from $203 million for the third quarter 2025.

Gross profit for the third quarter 2026 was $100 million or 47% of revenue, up from $95 million or 47% of revenue for the third quarter 2025.

SG&A expenses for the third quarter 2026 were $85 million or 40% of revenue, up from $81 million or 40% of revenue for the third quarter 2025.

Net loss for the third quarter 2026 was $(4) million or (2)% of revenue, versus $(44) million or (22)% of revenue for the third quarter 2025.

Adjusted EBITDA1 for the third quarter 2026 was $50 million or 24% of revenue.

Net cash provided by operating activities for the third quarter 2026 was $49 million, up from $26 million for the third quarter 2025.

Capital expenditures for the third quarter 2026 were $13 million, up from $8 million for the third quarter 2025.

Third Quarter 2026 Year-To-Date Financial Overview

Revenues, net of discounts, for the third quarter 2026 year-to-date were $639 million, up from $615 million year-over-year.

Gross profit for the third quarter 2026 year-to-date was $299 million or 47% of revenue, down from $308 million or 50% of revenue year-over-year.

SG&A expenses for the third quarter 2026 year-to-date were $263 million or 41% of revenue, up from $251 million or 41% of revenue year-over-year.

Net loss for the third quarter 2026 year-to-date was $(35) million or (6)% of revenue, versus $(74) million or (12)% of revenue year-over-year.

Adjusted EBITDA1 for the third quarter 2026 year-to-date was $151 million or 24% of revenue.

Net cash provided by operating activities for the third quarter 2026 year-to-date was $98 million, up from $39 million year-over-year.

Capital expenditures for the third quarter 2026 year-to-date were $40 million, up from $32 million year-over-year.

2026 Guidance

•The Company raises its 2026 capital expenditures guidance range to $54 million to $60 million.

Third Quarter 2026 Operational Highlights

•Expanded Florida retail footprint with the opening of MÜV Bradfordville, the Company's 86th Florida dispensary and 163rd location nationwide.

•Entered the cannabis beverage category with the debut of Easy Landings, the Company’s first national beverage brand.

Subsequent Operational Highlights

•Commemorated the opening of Zen Leaf Meriden in a new and enhanced location.

•Opening Zen Leaf Ephrata in Pennsylvania on Friday, October 30th.

•Current operations span 13 states, comprised of 163 dispensaries and 14 production facilities with more than 1.1 million square feet of cultivation capacity.

Balance Sheet and Liquidity

As of September 30, 2026, the Company’s current assets were $416 million, including cash and cash equivalents of $102 million. The Company had working capital of $301 million and total debt, net of issuance costs, of $390 million.

The Company’s outstanding shares of common stock were 72,934,412 as of September 30, 2026.

Conference Call and Webcast

A conference call and webcast with analysts and investors is scheduled for October 29, 2026 at 8:30 a.m. ET / 7:30 a.m. CT to discuss the results.

•Investors and participants can register in advance for the call by visiting: https://register-conf.media-server.com/register/BI10964a36c81a483c80c6a571ef0f9518 •After registering, instructions will be shared on how to join the call for those who wish to dial in.

•On October 29, the live webcast can be accessed via the following link: https://edge.media-server.com/mmc/p/mr3yjhvp •The live and archived webcast will be available on the Events and Presentations page of the Company’s investor relations website at investors.verano.com.

_________________________

1Adjusted EBITDA and Adjusted EBITDA as a percentage of revenue (“Adjusted EBITDA Margin”) are non-U.S. GAAP financial measures. Each is derived from EBITDA, another non-U.S. GAAP financial measure, and is defined in this news release in the section below titled “Non-U.S. GAAP Financial Measures.” The most directly comparable U.S. GAAP financial measure to Adjusted EBITDA is net income (loss) and the most directly comparable measure to Adjusted EBITDA Margin is net income (loss) as a percentage of revenue (“net income (loss) margin”). The reconciliation of (i) Adjusted EBITDA to U.S. GAAP net income (loss) and (ii) Adjusted EBITDA Margin to net income (loss) margin is set forth below in the tables included in this news release.

Non-U.S. GAAP Financial Measures

Verano uses non-U.S. GAAP financial information to evaluate the performance of the Company. The terms “EBITDA,” “Adjusted EBITDA,” and “Adjusted EBITDA Margin” do not have any standardized meaning prescribed within U.S. GAAP and therefore may not be comparable to similar measures presented by other companies. Accordingly, this non-U.S. GAAP financial information is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with U.S. GAAP.

The Company calculates EBITDA as net income (loss) before interest expense, income tax expense, depreciation and amortization; Adjusted EBITDA as net income (loss) before net interest expense, income tax expense, depreciation and amortization and also excludes certain one-time extraordinary items and Adjusted EBITDA Margin as net income (loss) before net interest expense, income tax expense, depreciation and amortization and exclusion of certain one-time extraordinary items as a percentage of revenue. The calculations of the non-U.S. GAAP financial measures used in this news release and the reconciliations to the most comparable U.S. GAAP financial numbers are included in the tables below.

Management believes that this non-U.S. GAAP financial information is useful as a supplement to comparable U.S. GAAP financial information because it provides consistency and comparability with past financial performance and assists in comparisons with other companies, some of which use similar non-GAAP information to supplement their U.S. GAAP results. Management reviews these non-U.S. GAAP financial measures on a regular basis and uses them, together with financial measures included in the Company’s financial statements, to evaluate and manage the performance of the Company’s operations. These measures should be evaluated only in conjunction with the comparable U.S. GAAP financial numbers reported by the Company.

About Verano

Verano Holdings Corp. (Cboe CA: VRNO) (OTCQX: VRNO), 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, and produces a comprehensive suite of high-quality, regulated cannabis products sold under its diverse portfolio of trusted consumer brands including Savvy™, The Essence™, Swift Lifts™, HYPHEN™, Encore™, Easy Landings™, BITS™, Avexia™, MÜV™, CTPharma™, and Verano™. Verano’s active operations span 13 U.S. states, comprised of 14 production facilities with over 1.1 million square feet of cultivation capacity. Learn more at Verano.com.

Contacts:

Investors

Verano

Aaron Miles

Chief Investment Officer

Investors@verano.com

Media

Verano

Steve Mazeika

Vice President, Communications

Steve.Mazeika@verano.com

Forward Looking Statements

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company’s beliefs regarding future events, plans, strategies, or objectives, many of which, by their nature, are inherently uncertain and outside of the Company’s control. Generally, such forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “future”, “scheduled”, “estimates”, “forecasts”, “projects,” “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases, or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, “will occur” or “will be achieved”. Forward-looking statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements of the Company to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking statements herein, including, without limitation, the risk factors described in the Company’s annual report on Form 10-K for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission at www.sec.gov. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking information or forward-looking statements that are contained or referenced herein, except as may be required in accordance with applicable securities laws. All subsequent written and oral forward-looking information and statements attributable to the Company or persons acting on its behalf is expressly qualified in its entirety by this notice regarding forward-looking information and statements.

Financial Information Tables

The following tables include select financial results and the reconciliations of the non-U.S. GAAP financial measures to the respective most directly comparable U.S. GAAP financial measures for the presented periods.

VERANO HOLDINGS CORP.

Highlights from Unaudited Interim Condensed Consolidated Statements of Operations VERANO HOLDINGS CORP.

For the Three Months Ended,For the Nine Months Ended,
September 30, 2026September 30, 2025September 30, 2026September 30, 2025
($ in thousands)(Unaudited)(Unaudited)(Unaudited)(Unaudited)
Revenues, net of Discounts$212,443 $202,810 $638,539 $614,891 
Cost of Goods Sold, net112,405 107,573 339,826 307,089 
Gross Profit$100,038$95,237$298,713$307,802
Gross Profit %47%47%47%50%
Operating Expenses:
Selling, General and Administrative Expenses84,506 80,560 262,877 251,484 
Loss on Impairment of Held for Sale Assets3,624 5,400 7,686 5,400 
Loss on Impairment of Fixed Assets— — — 428 
Total Operating Expenses$88,130$85,960$270,563$257,312
Income from Operations$11,908$9,277$28,150$50,490
Other Income (Expense):
Loss on Disposal of Property, Plant and Equipment(796)(620)(811)(916)
Gain on Deconsolidation— — — 4,739 
Gain (Loss) on Debt Extinguishment— (946)(5,738)1,938 
Interest Expense, net(10,760)(13,212)(34,330)(40,981)
Other Income (Expense), net2,851 (9,890)(754)(8,825)
Total Other Expense, net(8,705)(24,668)(41,633)(44,045)
Income (Loss) Before Provision for Income Taxes$3,203$(15,391)$(13,483)$6,445
Provision for Income Tax Expense(7,268)(28,441)(21,816)(80,942)
Net Loss Attributable to Verano Holdings Corp. & Subsidiaries$(4,065)$(43,832)$(35,299)$(74,497)

Highlights from Condensed Consolidated Balance Sheets

As of
September 30, 2026December 31, 2025
($ in thousands)(Unaudited)(Audited)
Cash and Cash Equivalents$102,054 $82,724 
Other Current Assets313,554 321,927 
Property, Plant and Equipment, net497,571 492,473 
Intangible Assets, net536,243 579,090 
Goodwill161,009 161,009 
Other Long-Term Assets96,865 104,371 
Total Assets$1,707,296$1,741,594
Total Current Liabilities114,139 140,261 
Total Long-Term Liabilities923,085 898,954 
Stockholders' Equity671,888 704,156 
Non-Controlling Interest(1,816)(1,777)
Total Liabilities and Shareholders' Equity$1,707,296$1,741,594

VERANO HOLDINGS CORP.

Reconciliation of Net Loss to EBITDA (Non-U.S. GAAP) and Adjusted EBITDA (Non-U.S. GAAP, Unaudited)

For the Three Months Ended,For the Nine Months Ended,
September 30, 2026September 30, 2025September 30, 2026September 30, 2025
($ in thousands)(Unaudited)(Unaudited)(Unaudited)(Unaudited)
Net Loss Attributable to Verano Holdings Corp. & Subsidiaries$(4,065)$(43,832)$(35,299)$(74,497)
Interest Expense, net10,760 13,212 34,330 40,981 
Income Tax Expense7,268 28,441 21,816 80,942 
Depreciation and Amortization29,806 31,560 88,425 94,839 
EBITDA$43,769$29,381$109,272$142,265
COGS Add-backs:
Acquisition, Transaction and Other Non-operating Costs385 2,146 1,642 6,418 
Employee Stock Compensation94 400 652 1,298 
SG&A Add-backs:
Acquisition, Transaction and Other Non-operating Costs2,263 1,003 11,620 3,637 
Employee Stock Compensation1,009 2,122 8,355 7,866 
Impairments3,624 5,400 7,686 5,828 
Acquisition Adjustments and Other (Income) & Expense, net(791)12,657 11,361 6,348 

Adjusted EBITDA1

$50,353$53,109$150,588$173,660
Net Loss Margin(2)%(22)%(6)%(12)%

Adjusted EBITDA Margin1

24%26%24%28%

Source: VERANO HOLDINGS CORP.. This release was filed with the U.S. Securities and Exchange Commission on Oct 29, 2026 and is reproduced here as issued. View the filing.

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