0001628280-26-017011 | 10-K | XBRL Viewer

INCOME TAXES - Schedule of Unrecognized Tax Benefits Roll Forward (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Unrecognized Tax Benefits [Roll Forward]
Balance at Beginning of Year	$ 400,994	$ 2,973
Increases related to tax positions in a prior period	10,884	317,052
Decreases related to tax positions in a prior period	(29,194)	0
Decreases due to lapse of statute of limitations	(1,673)	(1,300)
Increases related to tax positions in the current period	92,653	82,269
Decreases related to tax positions in the current period	0	0
Balance at End of Year	$ 473,664	$ 400,994

SIGNIFICANT ACCOUNTING POLICIES - Schedule of Property, Plant and Equipment (Details)	Dec. 31, 2025
Building
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	30 years
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	10 years
Tools & Equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	7 years
Kitchen & Lab Equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	7 years
Other Machinery & Equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	7 years
Furniture & Fixtures
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	7 years
Electronic & Security Equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	5 years
Vehicles
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	7 years
Land Improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	15 years

SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2025

Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES


2. SIGNIFICANT ACCOUNTING POLICIES

(a)Basis of Presentation

The consolidated financial statements for the years ended December 31, 2025, December 31, 2024 and December 31, 2023, have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) and in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain prior year financial statement line items have been reclassified or aggregated to conform to the current year’s presentation. These changes did not affect previously reported results of operations or financial position.

(b)Basis of Measurement

The consolidated financial statements have been prepared on the going concern basis, under the historical cost convention, except for certain financial instruments that are measured at fair value as described herein.

(c)Functional and Presentation Currency

The Company’s functional currency, as determined by management, is the U.S. dollar. Unless otherwise indicated, all references to “$” or “US$” refer to U.S. dollars, and all references to “C$” refer to Canadian dollars.

(d)Basis of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries, as well as the accounts of any entities over which the Company has a controlling financial interest in accordance with Accounting Standards Codification (“ASC”) 810, Consolidation (“ASC 810”). All transactions and balances between these entities have been eliminated upon consolidation.

The Company’s ownership percentages for owned subsidiaries and entities over which the Company has control, in some cases may not match state regulatory records because for purposes of presentation the approval of certain pending, planned, or anticipated state regulatory transfers. The Company will update its regulatory filings in those states where it is permitted to do so as soon as practical and will continue to operate, where and as applicable, in accordance with current practice and in compliance with applicable laws and regulations.


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(e)Variable Interest Entities & Non-Controlling Interests

A variable interest entity (“VIE”) is an entity that either (i) has insufficient equity to finance its activities without additional subordinated financial support or (ii) has equity investors who lack the characteristics of a controlling financial interest. A VIE is consolidated by its primary beneficiary. The primary beneficiary has both the power to direct the activities that most significantly impact the VIE economic performance and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.

If the Company determines that it has operating power over an entity and the obligation to absorb losses or receive benefits from such entity, the Company consolidates such entity as a VIE in its capacity as the primary beneficiary, and if the Company determines it does not, then the Company does not consolidate the entity. The Company’s involvement constitutes power that is most significant to the entity when it has unconstrained decision-making ability over key operational functions within the entity.

Assets recognized as a result of consolidating VIEs do not represent additional assets that could be used to satisfy claims against the Company’s general assets. Conversely, liabilities recognized as a result of consolidating VIEs do not represent additional claims on the Company’s general assets; rather, they represent claims against the specific assets of the applicable consolidated VIEs.

Non-controlling interests (“NCI”) represent equity interests owned by third parties not affiliated with the Company. NCI may be initially measured at fair value or at the NCI’s proportionate share of the recognized amounts of the acquiree’s identifiable net assets. The choice of measurement is made by the Company on a transaction-by-transaction basis. The share of net assets attributable to NCI are presented as a component of equity. NCI’s share of net income or loss and comprehensive income or loss is recognized by the Company directly in equity.

Total comprehensive income or loss of subsidiaries is attributed to the stockholders of the Company and to the NCI, even if this results in the NCI having a deficit balance.

(f)Cash and Cash Equivalents

Cash and cash equivalents include cash deposits in financial institutions, other deposits that are readily convertible into cash, with original maturities of three months or less, and cash held at retail locations. The Company has banking or similar relationships in all jurisdictions in which it operates. In addition, the Company has cash balances in excess of Federal Deposit Insurance Corporation. The Company has historically not experienced losses related to these deposits.

(g)Accounts Receivable and Expected Credit Loss

Accounts receivable are recorded at the invoiced amount and do not bear interest. Expected credit loss reflects the Company’s estimate of amounts in its accounts receivable at such time that may not be collected due to customer claims or customer inability or unwillingness to pay. Collectability of accounts receivables is reviewed by the Company on an ongoing basis. The expected credit loss is determined based on a combination of factors, including the Company’s risk assessment regarding the credit worthiness of customers, historical collection experience and length of time the accounts receivables are past due. Account balances are charged off against the allowance when the Company believes it is probable the account receivable will not be recovered. The Company provides credit to its customers in the normal course of business and has established credit evaluation and monitoring processes to mitigate credit risk. As of December 31, 2025 and 2024, the allowance for credit losses were $6,018 and $3,637, respectively.


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(h)Inventory

Inventory of purchased finished goods and packing materials are initially valued by the Company at cost and subsequently at the lower of cost and net realizable value. Cultivated inventory include direct and indirect costs of production, including costs of materials, labor, stock-based compensation, and depreciation related to cultivation. Such costs are capitalized as incurred, and subsequently included within cost of goods sold within the Company’s Consolidated Statements of Operations, at the time the products are sold. Net realizable value is determined by the Company as the estimated selling price in the ordinary course of business, less reasonable costs associated with the sale. Cost is determined using the weighted average cost basis. Products for resale and supplies and consumables are valued by the Company at lower of cost and net realizable value. Lastly, in calculating final inventory values, the Company is required to compare the inventory cost to estimated net realizable value.

The net realizable value of inventory represents the estimated selling price for inventory in the ordinary course of business, less all estimated costs of completion and costs necessary to make the sale. The determination of net realizable value requires significant judgment by the Company, including consideration of factors such as shrinkage, the aging of and future demand for inventory, expected future selling price of the inventory, and any contractual arrangements with customers. Reserves established by the Company for excess and obsolete inventory are based upon quantities on hand, projected volumes from demand forecasts and net realizable value. The estimates are judgmental in nature and are made by the Company at a point in time, using available information, expected business plans, and expected market conditions. As a result, the actual amount received on the sale of inventory could differ from its estimated value. The Company performs periodic reviews on the inventory balance. The impact of changes in inventory reserves made by the Company is reflected in cost of goods sold.


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(i)Property, Plant and Equipment

Property, plant and equipment are stated at cost, net of accumulated depreciation and impairment losses, if any. Expenditures made by the Company that materially increase the life of the assets are capitalized. Ordinary repairs and maintenance are expensed as incurred. The Company’s estimated depreciable lives of operating assets and facilities are as follows:


Land			Not Applicable
Building			30 years
Construction in Progress			Not Applicable
Leasehold Improvements			Shorter of: remaining lease term or
			10 years
Tools & Equipment			7 years
Kitchen & Lab Equipment			7 years
Other Machinery & Equipment			7 years
Furniture & Fixtures			7 years
Electronic & Security Equipment			5 years
Vehicles			7 years
Land Improvements			15 years

The assets’ residual values, useful lives and methods of depreciation are reviewed by the Company at each financial year-end and adjusted prospectively, if deemed appropriate. An item of equipment is derecognized upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying value of the asset) is included in the Consolidated Statements of Operations in the year the asset is derecognized.

Depreciation of property, plant and equipment is dependent upon estimates of useful lives which are determined by the Company through the exercise of judgment. The assessment of any impairment of these assets is dependent upon estimates of recoverable amounts that take into account factors such as economic and market conditions and the useful lives of such assets.

Property, plant and equipment classified as construction in progress are transferred when placed in service, at which time depreciation of the asset begins. Assets under construction are related to facilities not yet completed or otherwise not placed in service which, the majority, are pending future legislative changes.

During the year ended December 31, 2025, the Company recorded a fixed asset impairment charge of $428 associated with a Massachusetts cultivation facility as the carrying value exceeded the fair value by such amount.

During the year ended December 31, 2024, the Company recorded a fixed asset impairment charge of $10,526 associated with an Arizona cultivation facility as the carrying value exceeded the fair value by such amount.

During the year ended December 31, 2023, the Company recorded a fixed asset impairment charge of $8,573 associated with a Massachusetts cultivation facility.


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(j)Intangible Assets

Intangible assets are recorded at cost, less accumulated amortization and impairment losses, if any. Intangible assets acquired by the Company in a business combination are measured at fair value at the acquisition date. Amortization periods of assets with finite lives are based on the Company’s estimates as of the dates of acquisitions. Intangible assets with finite lives are amortized over their estimated useful lives. The estimated useful lives, residual values and amortization methods are reviewed at each year end, and any changes in estimates are accounted for prospectively. Amortization periods by class of intangible assets with finite lives were as follows as of December 31, 2025:


Licenses			9-15 years
Tradenames			5-10 years
Technology			5-10 years

During the fourth quarter of the years ended December 31, 2025, 2024 and 2023, the Company performed quantitative analyses over its intangible assets.

During the year ended December 31, 2025, the Company determined that a license associated with its Pennsylvania cultivation (wholesale) reporting unit was impaired and as such, the Company recorded intangible asset impairment charges of $90,849. As of December 31, 2025, and after recognizing the aforementioned impairment charge, the remaining carrying value of the license associated with its Pennsylvania cultivation (wholesale) reporting unit was $5,588.

During the year ended December 31, 2024, the Company determined that (i) certain Pennsylvania retail licenses were impaired (ii) Arizona cultivation (wholesale) and Maryland retail tradenames were impaired and (iii) Arizona cultivation (wholesale) technology was impaired. The Company recorded intangible asset impairment charges of $293,688 related to the Pennsylvania retail licenses, $5,687 related to the Arizona cultivation (wholesale) tradenames, $34 related to the Maryland retail tradenames and $425 related to the Arizona cultivation (wholesale) technology, on the remaining net book value during the year ended December 31, 2024.

During the year ended December 31, 2023, the Company determined that a license associated with its Massachusetts cultivation (wholesale) reporting unit was fully impaired and recorded an impairment charge of $5,113 associated with the intangible asset as of and for the year ended December 31, 2023.


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(k)Goodwill

Goodwill represents the excess of the purchase price paid for the acquisition of an entity over the fair value of the net tangible and intangible assets acquired. Goodwill is either assigned to a specific reporting unit or allocated between reporting units based on the relative fair value of each reporting unit.

Goodwill is not subject to amortization and is tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. During the year ended December 31, 2022, the Company voluntarily changed the assessment date of its the annual goodwill and indefinite-lived intangible asset impairment testing, in accordance with Financial Accounting Standards Board (“FASB”) ASC 350, Intangibles–Goodwill and Other, from the end of the year (12/31), as applicable, to the beginning of the fourth quarter of the fiscal year (10/1), for all reporting units.

The Company applies the guidance in Accounting Standards Update (“ASU”) 2011-08, Intangibles-Goodwill and Other-Testing Goodwill for Impairment. In performing the Company’s annual goodwill impairment analysis, the Company is required to make assumptions and judgments including, but not limited to, the following: the evaluation of macroeconomic conditions as related to the Company’s business, industry and market trends, and the overall future financial performance of its reporting units and future opportunities in the markets in which they operate.

The analysis performed included estimating the fair value of each reporting unit using either an income or market approach. The income approach requires management to estimate a number of factors for each reporting unit, including projected future operating results, economic projections, anticipated future cash flows, discount rates, and the allocation of shared or corporate costs. The market approach estimates fair value using comparable marketplace fair value data from within a comparable industry grouping.

The determination of fair value in the quantitative assessment requires the Company to make significant estimates and assumptions. These estimates and assumptions primarily include but are not limited to: the discount rate; terminal growth rates; and forecasts of revenue, operating income, depreciation and amortization and capital expenditures.

During the year ended December 31, 2025, the Company recorded impairment charges of (i) $40,827 associated with its Connecticut cultivation (wholesale) reporting unit, (ii) $35,649 associated with its Illinois retail reporting unit, (iii) $8,377 associated with its Connecticut retail reporting unit, and (iv) $1,738 associated with its Arizona retail reporting unit, as the carrying values of the reporting units exceeded the estimated fair value by such amounts. As of December 31, 2025, and after recognizing the aforementioned impairment charges, these reporting units were fully impaired.

During the year ended December 31, 2024, the Company recognized impairment charges of $8,179 associated with its Arizona cultivation (wholesale) reporting unit. As of December 31, 2024, and after recognizing the aforementioned impairment charges, the Arizona cultivation reporting unit was fully impaired.

During the year ended December 31, 2023, the Company recorded goodwill impairment charges of (i) $33,622 associated with its Arizona cultivation (wholesale) reporting unit, (ii) $4,245 associated with its Nevada retail reporting unit, and (iii) $64 associated with its Massachusetts cultivation (wholesale) reporting unit, as the carrying values of the reporting units exceeded the estimated fair value by such amounts. Impairment charges stemmed from the competitive environment in the Arizona, Nevada, and Massachusetts cannabis markets. Furthermore, the Company evaluated whether the fourth quarter impairment could have pertained to an earlier interim period and concluded that the impairment was appropriately recognized in the fourth quarter ended December 31, 2023.


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(l)Leased Assets

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether:

•the contract involves the use of an identified asset,

•the Company has the right to obtain substantially all of the economic benefits from use of the asset through the period of use; and

•the Company has the right to direct the use of the asset.

Such standard is applied to contracts entered into, or changed, on or after January 1, 2019.

At inception or on reassessment of a contract that contains a lease component, the Company allocates consideration in the contract to the lease component on the basis of their relative stand-alone prices.

The Company recognizes a right-of-use (“ROU”) asset and a lease liability at the lease commencement date.

The ROU asset is initially measured at cost, which is comprised of (i) the initial amount of the lease liability, as adjusted for any lease payments made at or before the commencement date, plus (ii) the amount of any initial direct costs incurred, plus (iii) an estimate of the cost to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less (iv) any lease incentives received by the Company.

The ROU asset is depreciated using the straight-line method from the commencement date to the earlier of the end of the estimated useful life of the ROU asset or the end of the lease term. For operating leases, the ROU asset depreciation fluctuates in relation to the interest expense on the lease liability, in combination, resulting in a straight-line rent expense attribution. The estimated useful lives of the ROU assets are determined on the same basis as the life of the lease. In addition, the ROU asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate. Lease payments included in the measurement of the lease liability comprise the following:

•fixed payments, including in-substance fixed payments;

•variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

•amounts expected to be payable under a residual value guarantee; and

•the exercise price under a purchase option that the Company is reasonably certain to exercise, lease payments in an optional renewal period if the Company is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Company is reasonably certain not to terminate early.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension, or termination option.

When the lease liability is remeasured by the Company, a corresponding adjustment is made to the carrying amount of the ROU asset, or is recorded as a profit or loss if the carrying amount of the ROU asset has been reduced to zero.

The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less. The Company recognizes the lease payments associated with the leases as an expense on a straight-line basis over the lease term.


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(m)Advertising

Advertising costs are charged to expense when incurred. Advertising expenses totaled $13,988, $12,961, and $9,672 for the years ended December 31, 2025, 2024 and 2023, respectively.

(n)Income Taxes

Deferred taxes are determined by the Company using an asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of the Company, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Deferred tax assets and liabilities are measured using the enacted tax rates. The impact of a change in tax law or tax rates on deferred tax assets and liabilities is recognized by the Company in income in the period that enactment of the change occurs.

Provisions for taxes are made using the Company’s estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of each financial reporting period. However, it is possible that an additional liability could result from future audits by taxing authorities. Where the final amounts of these taxes are different from the amount that were initially recorded, such differences will affect the tax provisions in the financial reporting period in which such final determination is made.

As discussed further in Note 11 - Income Taxes, the IRS has taken the position that cannabis companies are subject to the limits of Internal Revenue Code of 1986, as amended (the “Code”), Section 280E for U.S. federal income tax purposes, under which, they are only allowed to deduct expenses directly related to costs of goods sold. The Company has taken a position that its deduction of ordinary and necessary business expenses is not limited by Section 280E of the Code.

During the years ended December 31, 2025 and December 31, 2024, the Company recorded an uncertain tax liability in uncertain tax positions on the Consolidated Balance Sheet for tax positions taken based on legal interpretations that challenge the Company's tax liability under Section 280E of the Code.


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(o)Revenue Recognition

Revenue is recognized by the Company in accordance with ASU 2014-09, Revenue from Contracts with Customers (ASC Topic 606) (“ASU 2014-09”).

In order to recognize revenue under ASU 2014-09, the Company applies the following five steps:

•identify a customer along with a corresponding contract;

•identify the performance obligation(s) in the contract to transfer goods or provide distinct services to a customer;

•determine the transaction price the Company expects to be entitled to in exchange for transferring promised goods or services to a customer;

•allocate the transaction price to the performance obligation(s) in the contract; and

•recognize revenue when or as the Company satisfies the performance obligation(s).

Revenues from the wholesale and retail sales are generally recognized by the Company at a point in time when control over the goods has been transferred to the customer and reflects the amount the Company expects to receive for such goods, net of discounts. Discounts issued with respect to retail sales are not variable consideration and represent a margin-driven decision. The variability is settled prior to determination of transaction price. Given a retail sale is a single performance obligation at a point in time, transaction price is a standalone selling price, and transaction price is fixed given it is ascertained by list price less discount.

Payment is typically due upon transferring the goods to the customer or within a specified time period permitted under the Company’s credit policy. Wholesale customers may have payment terms within a specified time-period permitted under the Company’s credit policy, typically within 30 days of transfer of the goods to the customer. The Company generally requires full payment from a customer for any previous purchase prior to entering into another purchase contract with such customer.

Revenue is recognized upon the satisfaction of the performance obligation. The Company satisfies its performance obligation and transfers control upon delivery and acceptance by the customer.

The Company has customer loyalty programs in which retail customers accumulate points for future product discounts that are based on each dollar paid for the Company’s products. These points are recorded by the Company as a contract liability until customers redeem their points for discounts on finished goods as part of an in-store sales transactions. In addition, the Company records a performance obligation as a reduction of revenue based on the Company’s estimated probability of point redemption, which is calculated based on a standalone selling price.


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(p)Fair Value of Financial Instruments

The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in its Consolidated Financial Statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company considers all related factors of the asset by market participants in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions, and credit risk.

The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement.

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; and

Level 3 – Inputs for the asset or liability that are not based on observable market data.

The individual fair values attributed to the different components of a financing transaction, derivative financial instruments, are determined using valuation techniques. The Company uses its judgment to select the methods used to make certain assumptions and in performing the fair value calculations to determine (i) the values attributed to each component of a transaction at the time of their issuance; (ii) the fair value measurements for certain instruments that require subsequent measurement at fair value on a recurring basis; and (iii) for disclosing the fair value of financial instruments subsequently carried at amortized cost. These valuation estimates could be significantly different because of the use of judgment and the inherent uncertainty in estimating the fair value of these instruments that are not quoted in an active market. For further details, see Note 17 – Fair Value Measurements.

(q)Commitments and Contingencies

The Company is subject to lawsuits, investigations and other claims related to employment, commercial, transactional, and other matters that arise out of its operations in the normal course of business. Periodically, the Company reviews the status of each significant matter and assesses the potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable, and the amount can be reliably estimated, such amount is recognized as a liability on the Company’s Consolidated Balance Sheets.

Contingent liabilities are measured at management’s best estimate of the expenditure required to settle the obligation at the end of the reporting period and are discounted to present value where the effect is material. The Company performs evaluations to identify onerous contracts and, where applicable, records contingent liabilities for such contracts.

Contingent purchase price consideration is measured as of the acquisition and is estimated using probability weighting of potential payouts. Subsequent changes in the estimated contingent considerations from the final purchase price allocation are recognized in the Company’s Consolidated Statements of Operations.


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(r)Impairment of Other Long-Lived Assets

The Company evaluates the recoverability of other long-lived assets, including property, plant and equipment, and certain identifiable intangible assets, whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. The Company performs impairment tests of indefinite-lived intangible assets on an annual basis or more frequently in certain circumstances. Factors which could trigger an impairment review include significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the assets or the strategy for the overall business, a significant decrease in the market value of the assets or significant negative industry or economic trends.

When the Company determines that the carrying value of long-lived assets may not be recoverable based upon the existence of one or more of the indicators, the assets are assessed for impairment based on the estimated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the carrying value of an asset exceeds its estimated future undiscounted cash flows, an impairment loss is recorded for the excess of the asset’s carrying value over its fair value. The fair value of the long-lived assets included in an impaired asset group may be determined using an income, market, or cost approach, or a combination thereof. The income approach utilizes assumptions including management’s best estimates of the expected future cash flows and the estimated useful life of the asset group. The cost approach utilizes assumptions for the current replacement costs of similar assets adjusted for estimated depreciation and deterioration of the existing equipment and economic obsolescence. The market approach requires the use of judgment in evaluating market comparable assets. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors. The fair value measurements for the asset group fair values represent Level 3 measurements.

During the year ended December 31, 2024, the Company determined that (i) certain Pennsylvania retail licenses were impaired, (ii) Arizona cultivation (wholesale) and Maryland retail tradenames were impaired, and (iii) Arizona cultivation (wholesale) technology was impaired. The Company recorded intangible asset impairment charges of $293,688 related to the Pennsylvania retail licenses, $5,687 related to the Arizona cultivation (wholesale) tradenames, $34 related to the Maryland retail tradenames and $425 related to the Arizona cultivation (wholesale) technology, on the remaining net book value during the year ended December 31, 2024.

During the year ended December 31, 2023, the Company recorded full impairment charges associated with its Massachusetts cultivation (wholesale) license of $5,113. Additionally, during the year ended December 31, 2023, the Company recorded a fixed asset impairment charge of $8,573 associated with its Massachusetts cultivation facility. Impairment charges stemmed from the competitive environment in the Massachusetts and Arizona cannabis markets.

During the year ended December 31, 2023, the Company received notification that the DGV Group, LLC (“DGV”), an entity in which the Company held an equity interest, was permanently ceasing operations. The Company recorded an impairment loss for the full value of the equity method investment of $6,571 as DGV was previously held as an Investment in Associates on the Company’s Consolidated Balance Sheets.


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(s)Earnings (Loss) per Share

Basic earnings (loss) per share is calculated using the treasury stock method, by dividing the net earnings (losses) attributable to stockholders by the weighted average number of shares outstanding during each of the periods presented. Contingently issuable shares (including shares held in escrow) are not considered outstanding shares and consequently are not included in the earnings (loss) per share calculations. Diluted income per share is calculated by adjusting the weighted average number of shares outstanding to assume conversion of all dilutive potential shares.

To determine diluted income per share, the Company assumes that any proceeds from the exercise of dilutive share options would be used to repurchase shares at the average market price during the period. The diluted income (loss) per share calculation excludes any potential conversion of share options and convertible debt, if any, that would increase earnings per share or decrease loss per share. No potentially dilutive share equivalents were included in the computation of diluted losses per share for the years ended December 31, 2025, 2024 and 2023 because their impact would have been anti-dilutive.

(t)Business Combinations

Business combinations are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value at the date of the transaction. Transaction related costs are expensed as incurred. Identifiable assets and liabilities, including intangible assets, of acquired businesses are recorded at their fair value at the date of the transaction. When the Company acquires control of a business, any previously held equity interest is also remeasured to fair value. The excess of the purchase consideration and any previously held equity interest over the fair value of identifiable net assets acquired is goodwill. If the fair value of identifiable net assets acquired exceeds the purchase consideration and any previously held equity interest, the difference is recognized in the Consolidated Statements of Operations immediately as a gain.

Contingent consideration is measured at its transaction-date fair value and included as part of the consideration transferred in a business combination. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with ASC Topic 450, Contingencies, as appropriate, with the corresponding gain or loss being recognized in the Consolidated Statements of Operations.

The Company recognizes the identifiable assets acquired and the liabilities assumed at their acquisition date fair values in accordance with ASC Topic 820, Fair Value. Management exercises judgment in estimating the fair values of specific assets and liabilities such as inventory, fixed assets and intangible assets. In general, acquired current assets and liabilities are valued at cost basis as carrying value approximates fair value.

Inventory is recognized at net realizable value. Historical inventory costs are used to calculate the estimated fair value of inventory, also known as the inventory step-up. Management analyzes the acquirees’ historical performance and considers other factors that may impact the inventory step up such as operational, regulatory, legal or economic factors that may influence post-acquisition performance.

Where applicable, the Company engages independent valuation experts to perform fair value assessments on tangible assets, inclusive of property, plant and equipment. The valuation expert appraises the fair value of acquired fixed assets.

The Company identifies intangible assets and, depending on the type of intangible asset and the complexity of determining its fair value, an independent valuation expert or management may develop the fair value, using appropriate valuation techniques, which are generally based on a forecast of the total expected future net cash flows. The evaluations are linked closely to the assumptions made by management regarding the future performance of the assets concerned and any changes in the discount rate applied.


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Cannabis licenses are the primary intangible asset acquired in business combinations as they provide the Company with the ability to operate in each market. The key assumptions used in these cash flow projections include discount rates and terminal growth rates. Other significant assumptions include revenue, gross profit, operating expenses and anticipated capital expenditures which are based upon the Company’s historical operations along with management projections.

Certain fair values may be estimated at the transaction date pending confirmation or completion of the valuation process. Where provisional values are used in accounting for a business combination, they may be adjusted in subsequent periods. However, the measurement period will last for one year from the transaction date.

Judgment is applied in assessing whether the Company exercises control and has significant influence over entities in which the Company directly or indirectly owns an interest. The Company has control when it has the power over the entity, has exposure or rights to variable returns, and has the ability to use its power to affect the returns. Significant influence is defined as the power to participate in the financial and operating decisions of the entities. Where the Company is determined to have control, these entities are consolidated. Additionally, judgment is applied in determining the effective date on which control was obtained.

(u)Segment Reporting

The Company determines its segment reporting in accordance with ASC 280, Segment Reporting. As outlined in ASC 280, Segment Reporting, an operating segment is a component of the Company for which discrete financial information is available and whose operating results are regularly reviewed by the entity’s Chief Operating Decision Maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance, and that engages in business activities from which it may earn revenue and incur expenses. The Company’s CODM is the Chief Executive Officer. The CODM utilizes each segment’s Adjusted EBITDA as the key indicator in assessing the segment’s performance and allocating resources. The Company has two reportable segments: (i) cultivation (wholesale), which is the cultivation, production and sale of cannabis to retail stores, and (ii) retail, which is the retailing of cannabis to patients and consumers.

The Company analyzed its reportable segments by first reviewing the operating segments based on the geographic areas in which the Company conducts business (or each market). The markets were then further divided into reporting units based on the market operations (retail and cultivation (wholesale)) which were primarily determined based on the licenses each market holds.

All revenues were generated in the United States for the years ended December 31, 2025, 2024 and 2023.

(v)Stock-Based Payments

The Company operates a stock-based remuneration plan for its eligible directors, officers, and employees. All goods and services received in exchange for the grant of any stock-based payments are measured at their fair value unless the fair value cannot be estimated reliably. If the Company cannot estimate reliably the fair value of the goods and services received, the Company measures their value indirectly by reference to the fair value of the equity instruments granted. For transactions with employees, the Company measures the fair value of the services by reference to the fair value of the equity instruments granted.

Equity settled stock-based payments under stock-based payments plans are ultimately recognized as an expense in the Consolidated Statements of Operations with a corresponding credit to equity.

The Company recognizes compensation expense for restricted stock units (“RSUs”) and options on a straight-line basis over the requisite service period of the award and forfeitures are recorded as incurred. Non-market vesting conditions are included in the assumptions about the number of options or RSUs that are expected to achieve such vesting conditions. Estimates are subsequently revised if there is any indication that the number of options or RSUs expected to vest differs from the previous estimate. Any cumulative adjustment prior to vesting is recognized in the current period. No adjustment is made to any expense recognized in prior period if options ultimately exercised are different to that estimated on vesting. The fair value of stock options is estimated using the Black-Scholes valuation model, which requires assumptions for expected volatility, expected dividends, the risk-free interest rate and the expected term.


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(w)Defined Contribution Retirement Plan

The Company sponsors a defined contribution retirement plan (the “401(k) plan”) covering a majority of it’s employees. Participation is via automatic enrollment and employees may elect to opt out of the 401(k) plan. The Company’s contributions to the 401(k) plan are based on an employee’s years of service, as well as the percentage of employee contributions. The Company’s contribution expense related to the 401(k) plan was $4,235 for the year ended December 31, 2025, $4,205 for the year ended December 31, 2024, and $3,432 for the year ended December 31, 2023.

(x)Assets Held for Sale

The Company classifies long-lived assets to be sold as held for sale in the period in which all of the following criteria are met: (i) management, having the authority to approve the action, commits to a plan to sell the asset; (ii) the asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets; (iii) an active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated; (iv) the sale of the asset is probable, and transfer of the asset or disposal group is expected to qualify for recognition as a completed sale within one year (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

Assets held for sale represent land, buildings and other fixed assets less accumulated depreciation related to facilities in which the Company has no continuing involvement. The Company records assets held for sale in accordance with ASC 360, Property, Plant, and Equipment, at the lower of carrying value or fair value less cost to sell. Fair value is based on the estimated proceeds from the sale of the facility utilizing recent purchase offers. In an effort to maximize its return on investments coupled with footprint optimization, the Company had $27,839 of assets held for sale relating to cultivation facilities in Florida and Massachusetts and two retail facilities in Massachusetts as of December 31, 2025. As of December 31, 2024, the Company had $32,150 of assets held for sale relating to a retail facility in Arkansas, cultivation facilities in Florida and Pennsylvania and a property in Virginia.

During the year ended December 31, 2025, the Company recorded an impairment on a held-for-sale asset related to a cultivation facility in Pennsylvania of $5,400 as the carrying value exceed the fair value less the cost to sell by such amount.

During the year ended December 31, 2024, the Company recorded an impairment on a held-for-sale asset related to a cultivation facility in Pennsylvania of $9,160 as the carrying value exceeded the fair value less cost to sell by such amount.


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(y)Significant Accounting Judgments, Estimates, and Assumptions

The preparation of the Company’s consolidated financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, and revenue and expenses. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the review affects both current and future periods. Significant judgments, estimates, and assumptions that have the most significant effect on the amounts recognized in the consolidated financial statements are described below.

(i)Estimated Useful Lives and Amortization of Intangible Assets

Amortization of intangible assets is recorded on a straight-line basis over their estimated useful lives, which do not exceed the contractual period, if any. Intangible assets that have indefinite lives are not subject to amortization and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they may impaired.

(ii)Inventory

The net realizable value of inventory represents the estimated selling price for inventory in the ordinary course of business, less all estimated costs of completion and costs necessary to make the sale. The determination of net realizable value requires significant judgment, including consideration of factors such as shrinkage, the aging of and future demand for inventory, expected future selling price the Company expects to realize by selling the inventory, and any contractual arrangements with customers. Reserves for excess and obsolete inventory are based upon quantities on hand, projected volumes from demand forecasts and net realizable value. The estimates are judgmental in nature and are made at a point in time, using available information, expected business plans, and expected market conditions. As a result, the actual amount received on sale could differ from the estimated value of inventory. Periodic reviews are performed on the inventory balance. The impact of changes in inventory reserves is reflected in cost of goods sold.

(iii)Determination of Reporting Units

The Company’s assets are aggregated into two reportable segments: cultivation (wholesale) and retail. The Company analyzed its reporting units by first reviewing the operating segments based on the geographic areas in which the Company conducts business (or each market). The markets were then further divided into reporting units based on the market operations (retail and cultivation (wholesale)) which were primarily determined based on the licenses each market holds.


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(iv)Goodwill Impairment

Goodwill is tested for impairment annually and whenever events or changes in circumstances indicate that the carrying amount of goodwill has been impaired. In performing our annual goodwill impairment test, we may start with an optional qualitative assessment as allowed for under the accounting guidance. As part of the qualitative assessment, we evaluate all events and circumstances, including both positive and negative events, in their totality, to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If we bypass the qualitative assessment, or if the qualitative assessment indicates that a quantitative analysis should be performed, we perform a quantitative test for impairment. To determine if the value of goodwill has been impaired, the reporting unit to which goodwill has been assigned or allocated must be valued using present value techniques. When applying this valuation technique, the Company relies on a number of factors, including historical results, business plans, forecasts and market data. Changes in the conditions for these judgments and estimates can significantly affect the assessed value of goodwill.

The analysis performed included estimating the fair value of each reporting unit using either an income or market approach. The income approach requires management to estimate a number of factors for each reporting unit, including, but not limited to, projected future operating results, economic projections, anticipated future cash flows, discount rates and the allocation of shared or corporate costs. The market approach estimates fair value using comparable marketplace fair value data from within a comparable industry grouping.

As a result of the Company's goodwill impairment analysis for the years ended December 31, 2025, 2024 and 2023, the Company determined four, one and three of the reporting units, respectively, were impaired. See Note 6 - Goodwill for further details.


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(v)Property, Plant and Equipment Impairment

The Company evaluates the carrying value of long-lived assets at the end of each reporting period whenever there is any indication that a long-lived asset is impaired. Such indicators include evidence of physical damage, indicators that the economic performance of the asset is worse than expected, or that the decline in asset value is more than the passage of time or normal use, or significant changes occur with an adverse effect on the Company’s business. If any such indication exists, the Company estimates the recoverable amount of the asset. An asset is impaired when its carrying amount exceeds its recoverable amount. The Company measures impairment based on the amount by which the carrying value exceeds the estimated fair value of the long-lived asset. The fair value is determined primarily by using the projected future cash flows discounted at a rate commensurate with the risk involved as well as market valuations. Losses on long-lived assets to be disposed of are determined in a similar manner, except that the fair values are reduced for an estimate of the cost to dispose or abandon.

During the year ended December 31, 2023, the Company recorded a fixed asset impairment charge of $8,573 associated with its Massachusetts cultivation facility.

(vi)Discount Rate for Leases

ASC 842 requires lessees to discount lease payments using the rate implicit in the lease if that rate can be readily determined. If that rate cannot be readily determined, the Company generally uses the incremental borrowing rate when initially recording leases. Generally, the Company uses its incremental borrowing rate as the discount rate.

(vii)Business Combinations

In a business combination, all identifiable assets, liabilities and contingent liabilities acquired are recorded at their fair values. One of the most significant estimates relates to the determination of the fair value of these assets and liabilities. Contingent consideration is measured at its transaction-date fair value and included as part of the consideration transferred in a business combination. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with ASC Topic 450, Contingencies, as appropriate, with the corresponding gain or loss being recognized in profit or loss. For any intangible asset identified, depending on the type of intangible asset and the complexity of determining its fair value, an independent valuation expert or management may develop the fair value, using appropriate valuation techniques, which are generally based on a forecast of the total expected future net cash flows. The evaluations are linked closely to the assumptions made by management regarding the future performance of the assets concerned and any changes in the discount rate applied. Certain fair values may be estimated at the transaction date pending confirmation or completion of the valuation process. Where provisional values are used in accounting for a business combination, they may be adjusted retrospectively in subsequent periods. However, the measurement period will last for one year from the transaction date.


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(viii) Consolidation

(ix) Expected Credit Loss

Management determines the expected credit loss by evaluating individual receivable balances and considering accounts and other receivable financial conditions and current economic conditions. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded as income when received. All receivables are expected to be collected within one year of the Consolidated Balance Sheet date.

(x) Fair Value of Financial Instruments

The individual fair values attributed to the different components of a financing transaction, derivative financial instruments, are determined using valuation techniques. The Company uses judgment to select the methods used to make certain assumptions and in performing the fair value calculations to determine (a) the values attributed to each component of a transaction at the time of their issuance; (b) the fair value measurements for certain instruments that require subsequent measurement at fair value on a recurring basis; and (c) for disclosing the fair value of financial instruments subsequently carried at amortized cost. Such valuation estimates could be significantly different because of the use of judgment and the inherent uncertainty in estimating the fair value of these instruments that are not quoted in an active market.

(xi) Income Tax

Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the final outcome of these tax related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made.


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(z) Recent Accounting Pronouncements

In December 2025, the Financial Accounting Standards Board issued Accounting Standards Update 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”) which amends the guidance in Topic 270, Interim Reporting. The amendments improves the navigability of the required interim disclosures and clarifying when that guidance is applicable. The amendments also provide additional guidance on what disclosures should be provided in interim reporting periods. The Topic 270 amendments add a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 does not change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. While the Company is currently evaluating the impact of ASU 2025-11 on the consolidated financial statements, we do not expect it to have a material impact on our financial position or results of operations and we do not intend to early adopt.

In September 2025, the Financial Accounting Standards Board issued Accounting Standards Update 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (ASU “2025-06”) which amends the guidance in ASC 350-40, Intangibles-Goodwill and Other-Internal-Use Software. The amendments modernize the recognition and disclosure framework for internal-use software costs, removing the previous “development stage” model and introducing a more judgment-based approach. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and for interim periods within those annual reporting periods, with early adoption permitted. While the Company is currently evaluating the impact of ASU 2025-06 on the consolidated financial statements, we do not expect it to have a material impact on our financial position or results of operations and we do not intend to early adopt.

In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (“ASU 2024-03”): Disaggregation of Income Statement Expenses (as clarified by ASU 2025-01). ASU 2024-03 requires entities to provide more detailed disclosures about the components of significant expense categories, enhancing the transparency and decision-usefulness of financial statements. The standard is effective for annual periods of fiscal years beginning after December 15, 2026, and interim periods of fiscal years beginning after December 15, 2027 with early adoption permitted. The Company is currently assessing the impact of ASU 2024-03 on our financial statement disclosures. While we anticipate that the adoption of this standard will require additional disclosures, we do not expect it to have a material impact on our financial position or results of operations.

The Company has evaluated all other recently issued, but not yet effective, accounting pronouncements and do not believe that these accounting pronouncements will have any material impact on the consolidated financial statements or disclosures.

NATURE OF OPERATIONS

12 Months Ended

Dec. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NATURE OF OPERATIONS


1. NATURE OF OPERATIONS

Unless otherwise stated or the context requires otherwise, references herein to the “Company,” “Verano,” “we,” “us,” and “our” mean Verano Holdings Corp. and its direct and indirect subsidiaries, and controlled and managed entities.

The Company is a vertically integrated cannabis operator that focuses on limited-licensed markets in the United States (“U.S.”). As a vertically integrated operator, the Company owns, operates, manages, controls, and/or has licensing, consulting or other commercial agreements with cultivation, processing, and retail licenses across 13 state markets (Arizona, Connecticut, Florida, Illinois, Maryland, Massachusetts, Michigan, Nevada, New Jersey, Ohio, Pennsylvania, Virginia and West Virginia).

The Company also conducts pre-licensing activities in other markets. In these markets, the Company has either received a conditional license, applied for licenses, or plans on applying for licenses, but does not currently operate or manage any operational cultivation, processing, or retail licenses.

On November 3, 2025 (the “Effective Date”), the Company filed articles of domestication and articles of incorporation with the Secretary of State of the State of Nevada to continue out from the jurisdiction of the Province of British Columbia, Canada, to the jurisdiction of the U.S. State of Nevada (the “Continuance”). The Continuance was consummated pursuant to a Plan of Arrangement, which was approved by the Company’s stockholders at a special meeting of the stockholders held on October 27, 2025, and a Final Order issued by the Supreme Court of British Columbia, Canada on October 30, 2025. As part of the Continuance, the previously authorized, issued and outstanding Subordinate Voting Shares of the Company were deemed to be exchanged as of November 3, 2025 for authorized, issued and outstanding shares of common stock, par value $0.001 per share, of the Company (“Common Stock”) on a one-for-one basis. The Proportionate Voting Shares were no longer authorized, and all rights and restrictions of the Proportionate Voting Shares were removed from the Company’s governing documents. This conversion did not result in a change in the reporting entity or affect the rights or economic interests of stockholders. The Continuance was approved by stockholders and the Supreme Court of British Columbia, and is further described in Note 10 - Share Capital in the Notes to the Consolidated Financial Statements.

The Company’s Common Stock; par value $0.001 per share are listed on Cboe Canada (“Cboe”) under the ticker symbol “VRNO” and is quoted in the United States on the OTCQX marketplace operated by the OTC Market Group, under the ticker symbol “VRNO”.

The Company’s corporate headquarters is located at 224 W. Hill Street, Suite 400, Chicago, Illinois 60610.

FAIR VALUE MEASURMENTS - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt	$ 399,735	$ 413,849
Long-term debt, current maturities	$ 7,852	$ 18,153

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References

+ Details

DEBT - Narrative (Details)					1 Months Ended	12 Months Ended
DEBT - Narrative (Details)	Sep. 30, 2025 USD ($) d	Aug. 21, 2024 USD ($)	Apr. 30, 2024 USD ($)	Oct. 27, 2022 USD ($)	Oct. 31, 2023 USD ($)	Dec. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	May 27, 2025 USD ($)	Mar. 14, 2025 USD ($)
Debt Instrument [Line Items]
Payment of debt prepayment cost						$ 0	$ 1,000,000	$ 0
Mortgage Loans
Debt Instrument [Line Items]
Debt instrument, face amount										$ 12,000,000
Interest rate, stated percentage										11.00%
Promissory Note \| CC East Virginia
Debt Instrument [Line Items]
Debt instrument, face amount		$ 26,700,000							$ 27,852,000
Fair value		$ 26,068,000
Interest rate, stated percentage		7.00%
Debt instrument, term		2 years
Secured Debt \| Credit Agreement 2022 \| Credit Facility
Debt Instrument [Line Items]
Debt instrument, face amount				$ 350,000,000
Additional incremental loan, maximum				100,000,000
Monthly amortization payment					$ 350,000
Accordion feature, increase limit				120,000,000
Accordion feature, increase limit upon passing of legislation				$ 50,000,000
Debt instrument, variable interest rate, type [Extensible Enumeration]				Prime Rate [Member]
Basis spread on variable rate				6.50%
Prepayment amount, maximum				$ 100,000,000
Prepayment premium			$ 1,000,000	$ 1,000,000
Payment of debt prepayment cost	$ 50,000,000		$ 50,000,000
Secured Debt \| Credit Agreement 2022 \| Credit Facility \| Minimum
Debt Instrument [Line Items]
Basis spread on variable rate, increase upon event of default				3.00%
Secured Debt \| Credit Agreement 2022 \| Credit Facility \| Maximum
Debt Instrument [Line Items]
Basis spread on variable rate, increase upon event of default				6.00%
Revolving Credit Facility \| Revolver \| Credit Facility
Debt Instrument [Line Items]
Basis spread on variable rate	6.00%
Line of credit facility, maximum borrowing capacity	$ 75,000,000
Proceeds from long-term lines of credit	$ 50,000,000
Debt instrument, variable rate floor	4.00%
Debt issuance costs, gross	$ 2,209,000
Line of credit facility, maximum increments for draws	$ 2,500,000
Line of credit facility, notice period for draws, business days \| d	10
Line of credit facility, maximum increments for prepayments	$ 2,500,000
Line of credit facility, notice period for prepayments, business days \| d	5
Prepayment penalty period	6 months
Interest make whole period	6 months
Outstanding principal as percentage of collateral, maximum	60.00%
Revolving Credit Facility \| Revolver \| Credit Facility \| Minimum
Debt Instrument [Line Items]
Basis spread on variable rate, increase upon event of default	3.00%
Revolving Credit Facility \| Revolver \| Credit Facility \| Maximum
Debt Instrument [Line Items]
Basis spread on variable rate, increase upon event of default	6.00%

INCOME TAXES - Schedule of Income Tax Paid (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2025 USD ($)
Effective Income Tax Rate Reconciliation [Line Items]
U.S. Federal	$ 75,308
U.S. State	2,880
Total Income Taxes Paid, net of Refunds	78,188
Florida
Effective Income Tax Rate Reconciliation [Line Items]
U.S. State	6,605
Illinois
Effective Income Tax Rate Reconciliation [Line Items]
U.S. State	(4,139)
Pennsylvania
Effective Income Tax Rate Reconciliation [Line Items]
U.S. State	(4,562)
Other
Effective Income Tax Rate Reconciliation [Line Items]
U.S. State	$ 4,976

LEASES - Schedule of Lease, Cost (Details)	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Leases [Abstract]
Weighted average remaining lease term - years	7 years 5 months 12 days	8 years 29 days	8 years 2 months 8 days
Weighted average discount rate	10.52%	10.28%	9.52%

SIGNIFICANT ACCOUNTING POLICIES - Schedule of Finite-Lived Intangible Assets (Details)	Dec. 31, 2025
Minimum \| Licenses
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	9 years
Minimum \| Tradenames
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	5 years
Minimum \| Technology
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	5 years
Maximum \| Licenses
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	15 years
Maximum \| Tradenames
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	10 years
Maximum \| Technology
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	10 years

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

EARNINGS (LOSSES) PER SHARE

12 Months Ended

Dec. 31, 2025

Earnings Per Share [Abstract]

EARNINGS (LOSSES) PER SHARE


7. EARNINGS (LOSSES) PER SHARE

The Company presents basic earnings (losses) per share. Basic earnings (losses) per share is calculated by dividing the earnings (loss) attributable to stockholders by the weighted average number of Common Stock outstanding during the periods presented. Diluted earnings (losses) per share is computed based on the weighted average number of Common Stock outstanding, to the extent dilutive.

The computations of net earnings (losses) per share, on a basic basis and diluted basis, including reconciliations of the numerators and denominators, for the years ended December 31, 2025, 2024 and 2023 were as follows:


	For the Years Ended December 31,
	2025		2024		2023
Numerator
Net Loss attributable to Verano Holdings Corp.	$	(257,908)	$	(341,859)	$	(117,348)

Denominator
Basic
Weighted-average shares outstanding – basic	360,911,293		349,584,820		342,774,236

Diluted
Weighted-average shares outstanding – diluted	360,911,293		349,584,820		342,774,236

Net Loss per share - basic & diluted	$	(0.71)	$	(0.98)	$	(0.34)

For the year ended December 31, 2025, outstanding RSUs of approximately 2,807,468 were anti-dilutive under the treasury stock method and were excluded from the computation of diluted earnings (losses) per share. RSU awards may be dilutive in the future. Potentially dilutive securities of approximately 1,215,720 for the year ended December 31, 2024, were not included in the computation of diluted earning (losses) per share because their effect would have been anti-dilutive.

RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2025

RELATED PARTY TRANSACTIONS


18. RELATED PARTY TRANSACTIONS

2022 Credit Agreement

George Archos, the Chairman, Chief Executive Officer and Founder of the Company, participated in the 2022 Credit Agreement as a Lender funding $1,000 of the $350,000 principal amount. Mr. Archos is excluded from certain approval rights of the lenders and any penalties and fees due to Mr. Archos under the 2022 Credit Agreement are immaterial to the Company. Refer to Note 19 - Subsequent Events for further discussion regarding the payoff and termination of the 2022 Credit Agreement.

Leases

The Company leases real property for a retail dispensary in Aurora, Illinois from 740 Rte. 59, LLC (“740”). Pursuant to the lease agreement, the Company made payments totaling $184 and $184 during each of the years ended December 31, 2025 and December 31, 2024, respectively. Payments consist of base rent, real estate taxes and customary tenant charges. George Archos, the Company’s Chief Executive Officer, holds a 50% ownership interest in 740. Pursuant to the lease agreement, the initial term expires on June 30, 2030.

The Company leases real property for a retail dispensary in Lombard, Illinois from 783 Butterfield LLC (“783”). Pursuant to the lease agreement, the Company made payments to 783 totaling $371 and $366 during the years ended December 31, 2025 and December 31, 2024, respectively. Payments consist of base rent, real estate taxes and customary tenant charges. George Archos, the Company’s Chief Executive Officer, holds a 50% ownership interest in 783. Pursuant to the lease agreement, the initial term expires on January 11, 2031.

Sweed

High Tech Holdings, Inc. (“Sweed”) provides point of sale software systems to retail cannabis businesses under the names “Sweed” and “Leaftrade.” Sweed provides these software systems to the Company. For these services the Company paid Sweed $3,395 and $1,382 during the years ended December 31, 2025 and December 31, 2024, respectively. GP Management Group, LLC, an entity beneficially owned and controlled by George Archos, held an ownership interest of less than 1% ownership interest in Sweed as of December 31, 2025.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2025

Accounting Policies [Abstract]

Basis of Presentation

Basis of Consolidation

Variable Interest Entities & Non-Controlling Interests

Total comprehensive income or loss of subsidiaries is attributed to the stockholders of the Company and to the NCI, even if this results in the NCI having a deficit balance.

Cash and Cash Equivalents

Accounts Receivable and Expected Credit Loss

Inventory

Property, Plant and Equipment

During the year ended December 31, 2023, the Company recorded a fixed asset impairment charge of $8,573 associated with a Massachusetts cultivation facility.

Intangible Assets

Goodwill

Leased Assets

•the contract involves the use of an identified asset,

•the Company has the right to obtain substantially all of the economic benefits from use of the asset through the period of use; and

•the Company has the right to direct the use of the asset.

Such standard is applied to contracts entered into, or changed, on or after January 1, 2019.

The Company recognizes a right-of-use (“ROU”) asset and a lease liability at the lease commencement date.

•fixed payments, including in-substance fixed payments;

•variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

•amounts expected to be payable under a residual value guarantee; and

Advertising Cost

Advertising costs are charged to expense when incurred.

Income Taxes

Revenue Recognition

Revenue is recognized by the Company in accordance with ASU 2014-09, Revenue from Contracts with Customers (ASC Topic 606) (“ASU 2014-09”).

In order to recognize revenue under ASU 2014-09, the Company applies the following five steps:

•identify a customer along with a corresponding contract;

•identify the performance obligation(s) in the contract to transfer goods or provide distinct services to a customer;

•determine the transaction price the Company expects to be entitled to in exchange for transferring promised goods or services to a customer;

•allocate the transaction price to the performance obligation(s) in the contract; and

•recognize revenue when or as the Company satisfies the performance obligation(s).

Revenue is recognized upon the satisfaction of the performance obligation. The Company satisfies its performance obligation and transfers control upon delivery and acceptance by the customer.

Fair Value of Financial Instruments

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; and

Level 3 – Inputs for the asset or liability that are not based on observable market data.

Commitments and Contingencies

Impairment of Other Long-Lived Assets

Earnings (Loss) per Share

Business Combinations


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Segment Reporting

Stock-Based Payments

Equity settled stock-based payments under stock-based payments plans are ultimately recognized as an expense in the Consolidated Statements of Operations with a corresponding credit to equity.

Defined Contribution Retirement Plan

Assets Held for Sale

Significant Accounting Judgments, Estimates, and Assumptions

(i)Estimated Useful Lives and Amortization of Intangible Assets

(ii)Inventory

The net realizable value of inventory represents the estimated selling price for inventory in the ordinary course of business, less all estimated costs of completion and costs necessary to make the sale. The determination of net realizable value requires significant judgment, including consideration of factors such as shrinkage, the aging of and future demand for inventory, expected future selling price the Company expects to realize by selling the inventory, and any contractual arrangements with customers. Reserves for excess and obsolete inventory are based upon quantities on hand, projected volumes from demand forecasts and net realizable value. The estimates are judgmental in nature and are made at a point in time, using available information, expected business plans, and expected market conditions. As a result, the actual amount received on sale could differ from the estimated value of inventory. Periodic reviews are performed on the inventory balance. The impact of changes in inventory reserves is reflected in cost of goods sold.

(iii)Determination of Reporting Units


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(iv)Goodwill Impairment

The analysis performed included estimating the fair value of each reporting unit using either an income or market approach. The income approach requires management to estimate a number of factors for each reporting unit, including, but not limited to, projected future operating results, economic projections, anticipated future cash flows, discount rates and the allocation of shared or corporate costs. The market approach estimates fair value using comparable marketplace fair value data from within a comparable industry grouping.


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(v)Property, Plant and Equipment Impairment

During the year ended December 31, 2023, the Company recorded a fixed asset impairment charge of $8,573 associated with its Massachusetts cultivation facility.

(vi)Discount Rate for Leases

(vii)Business Combinations


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(viii) Consolidation

(ix) Expected Credit Loss

(x) Fair Value of Financial Instruments

The individual fair values attributed to the different components of a financing transaction, derivative financial instruments, are determined using valuation techniques. The Company uses judgment to select the methods used to make certain assumptions and in performing the fair value calculations to determine (a) the values attributed to each component of a transaction at the time of their issuance; (b) the fair value measurements for certain instruments that require subsequent measurement at fair value on a recurring basis; and (c) for disclosing the fair value of financial instruments subsequently carried at amortized cost. Such valuation estimates could be significantly different because of the use of judgment and the inherent uncertainty in estimating the fair value of these instruments that are not quoted in an active market.

(xi) Income Tax


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements

CONSOLIDATION (Tables)

12 Months Ended

Dec. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Variable Interest Entities

The following table presents the summarized financial information about the Company’s consolidated VIEs, which are included in the Company's Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024.


	As of December 31,
	2025		2024
Current Assets	$	7,235	$	6,736
Non-Current Assets	29,803		26,555
Current Liabilities	41,301		31,492
Non-Current Liabilities	6,538		5,903
Equity attributable to Verano Holdings Corp.	(9,024)		(1,844)
Non-Controlling Interest	(1,777)		(2,260)

- Definition

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

+ References + Details

GOODWILL (Tables)

12 Months Ended

Dec. 31, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The changes in the carrying amount of goodwill, by reportable segment, for the years ended December 31, 2025 and 2024 were as follows:


	January 1, 2025		Impairment		Adjustments to purchase price allocation		Acquisitions		December 31, 2025
Cultivation	$	48,597	$	(40,827)	$	293	$	—	$	8,063
Retail	197,633		(45,764)		1,077		—		152,946
	$	246,230	$	(86,591)	$	1,370	$	—	$	161,009


	January 1, 2024		Impairment		Adjustments to purchase price allocation		Acquisitions		December 31, 2024
Cultivation	$	49,318	$	(8,179)	$	2,648	$	4,810	$	48,597
Retail	181,973		—		(421)		16,081		197,633
	$	231,291	$	(8,179)	$	2,227	$	20,891	$	246,230

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
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+ Details

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2025

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense (Benefit)

For the years ended December 31, 2025, 2024 and 2023, income taxes expense consisted of:


	For the Years Ended December 31,
	2025		2024		2023
Current:
Federal	$	117,832	$	130,257	$	137,375
State	11,302		20,201		22,029
Foreign	—		—		—
Total Current:	129,134		150,458		159,404
Deferred:
Federal	$	(25,614)	$	(77,171)	$	(14,366)
State	(11,842)		(31,343)		108
Foreign	—		—		—
Total Deferred	(37,456)		(108,514)		(14,258)
Total	$	91,678	$	41,944	$	145,146

Schedule of Effective Income Tax Rate Reconciliation

The Company has elected to prospectively adopt the guidance in ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Taxes Disclosures (“ASU 2023-09”). In accordance with the guidance in ASU 2023-09, the difference between the income tax expense for the year ended December 31, 2025, and the expected income taxes based on the statutory rate applied to earnings (loss) arises as follows:


	For the Year Ended December 31,
	2025
Income/(Loss) before Income Taxes	$	(166,230)
Expense/(Recovery) based on Statutory Rate(1)	(34,908)		21.0	%
State and Local Income Taxes	3,723		(2.2)	%
State Prior Year True Up	(6,625)		4.0	%
State Rate Change on Deferreds	(1,392)		0.8	%
Changes in Valuation Allowances	(695)		0.4	%
Nontaxable or Nondeductible Items
Uncertain Tax Positions, including penalties and interest	113,291		(68.1)	%
Permanent Impacts of Impairments	15,552		(9.4)	%
Penalties and Interest	134		(0.1)	%
Income from Investments	451		(0.3)	%
Other Permanent Differences	2,434		(1.5)	%
Federal Prior Year True Up	(287)		0.2	%
Income Tax Expense	$	91,678	(55.2)	%

(1) For the year ended December 31, 2025, state taxes in Florida make up the majority (greater than 50%) of the tax effect of this category.


11. INCOME TAXES (Continued)

The difference between the income tax expense for the years ended December 31, 2024 and December 31, 2023, and the expected income taxes based on the statutory rate applied to earnings (loss) as presented prior to prospective adoption of ASU No. 2023-09 arises as follows:


	For the Years Ended December 31,
	2024			2023
Income/(Loss) before Income Taxes	$	(299,915)		$	27,798
Statutory Tax Rate	21		%	21		%
Expense/(Recovery) based on Statutory Rate	(62,982)			5,838
Other Permanent Differences	265			225
Impairment	2,677			9,345
Uncertain Tax Position, including penalties and interest	108,104			—
Nondeductible 280E	—			79,731
Penalties and Interest	9,233			29,581
Non-controlling Interests	1,997			1,326
State Taxes	(10,871)			15,248
Prior Year True Ups	(6,209)			5,646
State Rate Change on Deferred Taxes	(270)			(1,066)
Acquisition Purchase Price Remeasurement	—			(728)
Income Tax Expense	$	41,944		$	145,146

Schedule of Income Tax Paid

During the year ended December 31, 2025, the Company’s income taxes paid, net of refunds, were as follows:


	For the Year Ended December 31, 2025
U.S. Federal	$	75,308
U.S. State
Florida(1)	6,605
Illinois(1)	(4,139)
Pennsylvania(1)	(4,562)
Other	4,976
Total U.S. State	2,880
Total Income Taxes Paid, net of Refunds	$	78,188

(1)Income taxes paid, net of refunds exceeds 5% of total income taxes paid, net of refunds, in this jurisdiction.

Schedule of Deferred Tax Assets and Liabilities

At December 31, 2025 and December 31, 2024, the components of deferred tax assets and (liabilities) were as follows:


	As of December 31,
	2025		2024
Deferred Tax Assets
Operating Lease Liabilities	$	5,067	$	6,775
Loyalty Points	2,070		2,143
Stock Compensation	507		295
Basis Differences in Goodwill	7,079		4,068
Basis Differences in Property, Plant and Equipment	202		6,860
Other Accruals	2,798		4,714
Interest and Net Operating Loss Carryforwards	4,093		3,098
Total Deferred Tax Assets	21,816		27,953
Valuation Allowances	—		(695)
Net Deferred Tax Assets	$	21,816	$	27,258
Deferred Tax Liabilities
Operating Right of Use Assets	$	(4,560)	$	(6,267)
Intangibles	(53,899)		(95,090)
Total Deferred Tax Liabilities	(58,459)		(101,357)
Net Deferred Tax Liabilities	$	(36,643)	$	(74,099)

Schedule of Unrecognized Tax Benefits

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits for uncertain tax positions is as follows:


	2025		2024
Balance at Beginning of Year	$	400,994	$	2,973
Increases related to tax positions in a prior period	10,884		317,052
Decreases related to tax positions in a prior period	(29,194)		—
Decreases due to lapse of statute of limitations	(1,673)		(1,300)
Increases related to tax positions in the current period	92,653		82,269
Decreases related to tax positions in the current period	—		—
Balance at End of Year	$	473,664	$	400,994

Schedule Of Uncertain Tax Liabilities

A reconciliation of the beginning and ending amount of uncertain tax liabilities is as follows:


	2025		2024
Balance at Beginning of Year	$	270,579	$	2,973
Increases related to tax positions in a prior period	22,759		159,692
Decreases related to tax positions in a prior period	(39,253)		(1,300)
Increases related to tax positions in the current period	86,962		77,260
Interest and penalties recorded in income tax expense(1)	37,214		31,954
Decreases related to tax positions in the current period	—		—
Balance at End of Year	$	378,261	$	270,579

(1)Amount represents the penalties and interest recorded on uncertain tax positions during the respective years which are recorded to the provision for income taxes on the Consolidated Statements of Operations.

TRANSACTIONS (Tables)

12 Months Ended

Dec. 31, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

Schedule of Business Combination, Recognized Asset Acquired and Liability Assumed

For the acquisitions of CC East Virginia and Cannabist AZ, the major classes of assets and liabilities to which we have allocated the purchase price were as follows:


	CC East Virginia		Cannabist AZ
Cash and Cash Equivalents	$	1,150	$	348
Accounts Receivable	535		252
Inventory	11,615		5,087
Prepaid Expenses and Other Current Assets	310		313
Property, Plant and Equipment	20,798		5,509
Right-of-Use Assets	3,323		2,212
Deposits and Other Assets	791		224
Intangible Assets	29,300		3,700
Goodwill	22,750		1,738
Accounts Payable and Accrued Liabilities	(2,461)		(3,789)
Income Tax Payable	—		(280)
Current Portion of Lease Liabilities	(470)		(208)
Lease Liabilities, net of Current Portion	(2,894)		(1,761)
Deferred Income Taxes	—		(399)
Other Long-Term Liabilities	(104)		(55)
Purchase Price	$	84,643	$	12,891

Schedule of Business Combination, Pro Forma Information

The following tables represent the supplemental consolidated financial results on an unaudited pro forma basis, as if the Cannabist AZ acquisition had been consummated on January 1, 2023:


	Years Ended December 31,
	2024		2023
Revenues	$	890,429	$	953,235
Net Loss	$	(341,553)	$	(117,896)

The following tables represent the supplemental consolidated financial results on an unaudited pro forma basis, as if the CC East Virginia acquisition had been consummated on January 1, 2023:


	Years Ended December 31,
	2024		2023
Revenues	$	906,128	$	965,300
Net Loss	$	(336,259)	$	(118,705)

EARNINGS (LOSSES) PER SHARE (Tables)

12 Months Ended

Dec. 31, 2025

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted


	For the Years Ended December 31,
	2025		2024		2023
Numerator
Net Loss attributable to Verano Holdings Corp.	$	(257,908)	$	(341,859)	$	(117,348)

Denominator
Basic
Weighted-average shares outstanding – basic	360,911,293		349,584,820		342,774,236

Diluted
Weighted-average shares outstanding – diluted	360,911,293		349,584,820		342,774,236

Net Loss per share - basic & diluted	$	(0.71)	$	(0.98)	$	(0.34)

CONTINGENCIES & OTHER (Details) - Vireo Litigation - USD ($) $ in Thousands	Oct. 28, 2025	May 02, 2024	Nov. 14, 2022
Loss Contingencies [Line Items]
Payments for legal settlements	$ 1,000
Noncash payment through transfer of property for legal settlement	$ 9,000
Pending Litigation
Loss Contingencies [Line Items]
Loss contingency, damages sought, value		$ 860,900
Contract Termination, Fees
Loss Contingencies [Line Items]
Loss contingency, damages sought, value			$ 14,875
Contract Termination, Expense Reimbursement
Loss Contingencies [Line Items]
Loss contingency, damages sought, value			$ 3,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-9

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 450
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483076/450-20-50-4

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 450
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483076/450-20-50-9

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 720
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483359/720-20-50-1

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 460
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 27
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482395/460-10-55-27

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 450
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483076/450-20-50-9

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 450
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483076/450-20-50-4

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 460
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482425/460-10-50-3

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 450
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483076/450-20-50-1

+ Details

INVENTORY

12 Months Ended

Dec. 31, 2025

Inventory Disclosure [Abstract]

INVENTORY


3. INVENTORY

The Company’s inventory consists of the following as of December 31, 2025 and December 31, 2024:


	As of December 31,
	2025		2024
Raw Materials	$	4,735	$	3,991
Work in Process	162,197		135,185
Packaging and Miscellaneous	12,850		10,115
Finished Goods	50,186		35,165

Total Inventory	$	229,968	$	184,456

INVENTORY (Tables)

12 Months Ended

Dec. 31, 2025

Inventory Disclosure [Abstract]

Schedule of Inventory, Current

The Company’s inventory consists of the following as of December 31, 2025 and December 31, 2024:


	As of December 31,
	2025		2024
Raw Materials	$	4,735	$	3,991
Work in Process	162,197		135,185
Packaging and Miscellaneous	12,850		10,115
Finished Goods	50,186		35,165

Total Inventory	$	229,968	$	184,456

LEASES (Tables)

12 Months Ended

Dec. 31, 2025

Leases [Abstract]

Schedule of Lease, Cost

Other information related to operating leases as of and for the years ended December 31, 2025, 2024 and 2023 were as follows:


	2025		2024		2023
Weighted average remaining lease term - years	7.45		8.08		8.19
Weighted average discount rate	10.52	%	10.28	%	9.52	%

Schedule of Lessee, Operating Lease, Liability, Maturity

Maturities of lease liabilities for operating leases as of December 31, 2025 were as follows:


Year Ending December 31,	Maturities of Lease Liability
2026	$	21,965
2027	21,376
2028	20,656
2029	19,572
2030	18,627
Thereafter	51,482
Total Lease Payments	153,678
Less: Imputed Interest	(50,613)
Present Value of Lease Liability	$	103,065

SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2025 USD ($) segment reportingUnit shares	Dec. 31, 2024 USD ($) reportingUnit shares	Dec. 31, 2023 USD ($) reportingUnit shares
Property, Plant and Equipment [Line Items]
Accounts receivable, allowance for credit loss,	$ 6,018	$ 3,637
Impairment of fixed assets	$ 428	$ 10,526	$ 8,573
Impairment, long-lived asset, held-for-use, statement of income or comprehensive income [Extensible Enumeration]	Loss on Impairment of Intangibles, Fixed Assets & Held For Sale Assets	Loss on Impairment of Intangibles, Fixed Assets & Held For Sale Assets	Loss on Impairment of Intangibles, Fixed Assets & Held For Sale Assets
Impairment of intangible assets, finite-lived			$ 5,113
Carrying value of intangible asset	$ 579,090	$ 734,005	1,086,146
Loss on impairment of intangibles - goodwill	86,591	8,179	37,931
Advertising expense	13,988	12,961	9,672
Loss on impairment of investment in associates	$ 0	$ 0	$ 6,571
Potentially dilutive share equivalents included in the computation of diluted losses per share (in shares) \| shares	0	0	0
Number of reportable segments \| segment	2
Defined contribution plan, contribution expense	$ 4,235	$ 4,205	$ 3,432
Assets held-for-sale	27,839	32,150
Impairment on a held-for-sale asset	$ 5,400	$ 9,160
Number of reporting units impaired \| reportingUnit	4	1	3
DGV Group, LLC
Property, Plant and Equipment [Line Items]
Loss on impairment of investment in associates			$ 6,571
Connecticut Wholesale
Property, Plant and Equipment [Line Items]
Loss on impairment of intangibles - goodwill	$ 40,827
Illinois Retail
Property, Plant and Equipment [Line Items]
Loss on impairment of intangibles - goodwill	35,649
Connecticut Retail
Property, Plant and Equipment [Line Items]
Loss on impairment of intangibles - goodwill	8,377
Arizona Retail
Property, Plant and Equipment [Line Items]
Loss on impairment of intangibles - goodwill	1,738
Arizona Cultivation
Property, Plant and Equipment [Line Items]
Loss on impairment of intangibles - goodwill		$ 8,179	33,622
Nevada Retail
Property, Plant and Equipment [Line Items]
Loss on impairment of intangibles - goodwill			4,245
Massachusetts Cultivation
Property, Plant and Equipment [Line Items]
Loss on impairment of intangibles - goodwill			64
Cultivation
Property, Plant and Equipment [Line Items]
Loss on impairment of intangibles - goodwill	40,827	8,179
Retail
Property, Plant and Equipment [Line Items]
Loss on impairment of intangibles - goodwill	45,764	0
Licenses
Property, Plant and Equipment [Line Items]
Impairment of intangible assets, finite-lived	90,849	293,688	5,113
Carrying value of intangible asset	$ 554,288	$ 703,780	$ 1,043,575
Impairment, intangible asset, finite-lived, statement of income or comprehensive income [Extensible Enumeration]	Loss on Impairment of Intangibles, Fixed Assets & Held For Sale Assets	Loss on Impairment of Intangibles, Fixed Assets & Held For Sale Assets	Loss on Impairment of Intangibles, Fixed Assets & Held For Sale Assets
Licenses \| Wholesale
Property, Plant and Equipment [Line Items]
Carrying value of intangible asset	$ 5,588
Tradenames
Property, Plant and Equipment [Line Items]
Carrying value of intangible asset	23,739	$ 28,250	$ 39,165
Tradenames \| Cultivation
Property, Plant and Equipment [Line Items]
Impairment of intangible assets, finite-lived		$ 5,687
Impairment, intangible asset, finite-lived, statement of income or comprehensive income [Extensible Enumeration]		Loss on Impairment of Intangibles, Fixed Assets & Held For Sale Assets
Tradenames \| Retail
Property, Plant and Equipment [Line Items]
Impairment of intangible assets, finite-lived		$ 34
Impairment, intangible asset, finite-lived, statement of income or comprehensive income [Extensible Enumeration]		Loss on Impairment of Intangibles, Fixed Assets & Held For Sale Assets
Technology
Property, Plant and Equipment [Line Items]
Impairment of intangible assets, finite-lived		$ 425
Carrying value of intangible asset	$ 1,063	$ 1,975	$ 3,406
Impairment, intangible asset, finite-lived, statement of income or comprehensive income [Extensible Enumeration]		Loss on Impairment of Intangibles, Fixed Assets & Held For Sale Assets

Cybersecurity Risk Management and Strategy Disclosure	12 Months Ended
Cybersecurity Risk Management and Strategy Disclosure	Dec. 31, 2025
Cybersecurity Risk Management, Strategy, and Governance [Line Items]
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]	The Company faces cybersecurity threats such as ransomware and denial-of-service. The Company’s customers, vendors and business partners face similar cybersecurity threats, and a cybersecurity incident impacting the Company or any of these third-party entities could materially adversely affect our operations, performance and results of operations. In particular, the Company emphasizes the importance of cybersecurity as it may receive, store and transmit personal medical and other information relating to its customers, and believes it is imperative to protect this information from potential threats. Additionally, the Board recognizes the importance of maintaining the trust and confidence of the Company’s customers, vendors, business partners and employees. The Board oversees the Company’s risk management program, and cybersecurity represents an important component of the Company’s overall approach to enterprise risk management (“ERM”). The Company’s Cybersecurity Incident Response Plan (the “Cybersecurity Plan”), which includes the Company’s standards, processes and practices are a component of the Company’s ERM program and are based on recognized frameworks established by the National Institute of Standards and Technology, the International Organization for Standardization and other applicable industry standards. In general, the Company’s Cybersecurity Plan states that it seeks to address cybersecurity risks through a comprehensive, cross-functional approach that is focused on (i) preserving restrictions on information access and disclosing, including means for protecting the confidentiality of personal private and proprietary information, (ii) guarding against improper information modification or destruction, and (iii) ensuring timely and reliable access to the Company’s information systems. Risk Management and Strategy As one of the important elements of the Company’s overall ERM approach, the Company’s cybersecurity program is focused on the following key areas: The Company’s Cybersecurity Plan lays out on-going processes for incident response and prevention, including processes for bettering Company cybersecurity response following any cybersecurity incidents. All employees undergo training to aid in understanding the Company’s expectations for safeguarding all data stored on Company cyber networks. In addition to its Cybersecurity Plan, the Company has established risk management guidelines (the “Risk Management Guidelines”) that address the Company’s response to risks, including a cybersecurity incident. The Risk Management Guidelines describe the Company’s policy of managing enterprise risk, including external risks arising from cybersecurity threats and provide that the audit committee of the Board (the “Audit Committee”) will coordinate with and assist the Board in its oversight of risk. The Risk Management Guidelines also dictate that the Board will review and discuss with management the Company’s risk assessment process, risk management framework, control and reporting mechanisms, implementation process and monitoring. The Cybersecurity Plan dictates an approach to identify and confirm expected incidents, to determine the severity of the risk and promptly take basic initial containment steps. The Cybersecurity Plan includes notification processes for certain cybersecurity incidents which aim to inform and activate an incident response team consisting of officers and employees at the Company and certain external service providers. The Company’s Cybersecurity Plan includes processes for containing ongoing cybersecurity threats if they occur and preventing past malicious activity, providing proposed solutions to malicious activity, and recovering any business processes with the goal of restoring business operations. The Company’s Cybersecurity Plan contemplates a Company response to cybersecurity risks presented by third parties, including vendors, service providers and other external users of the Company’s systems, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems. Per the Company’s Risk Management Guidelines, the Board may, in its discretion, delegate all or a portion of its duties and responsibilities to other committees of the Board. While the Board has not yet engaged assessors, consultants auditors or other third parties to aid in processes related to cybersecurity threats, any such committee will have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms of special or independent counsel, accountants or other experts, as it deems appropriate, without seeking approval of the Board or management. The Company may, from time to time, engage third party vendors to assist in developing, identifying and managing risks.
Cybersecurity Risk Management Processes Integrated [Flag]	true
Cybersecurity Risk Management Processes Integrated [Text Block]	Additionally, the Board recognizes the importance of maintaining the trust and confidence of the Company’s customers, vendors, business partners and employees. The Board oversees the Company’s risk management program, and cybersecurity represents an important component of the Company’s overall approach to enterprise risk management (“ERM”). The Company’s Cybersecurity Incident Response Plan (the “Cybersecurity Plan”), which includes the Company’s standards, processes and practices are a component of the Company’s ERM program and are based on recognized frameworks established by the National Institute of Standards and Technology, the International Organization for Standardization and other applicable industry standards. In general, the Company’s Cybersecurity Plan states that it seeks to address cybersecurity risks through a comprehensive, cross-functional approach that is focused on (i) preserving restrictions on information access and disclosing, including means for protecting the confidentiality of personal private and proprietary information, (ii) guarding against improper information modification or destruction, and (iii) ensuring timely and reliable access to the Company’s information systems.
Cybersecurity Risk Management Third Party Engaged [Flag]	true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag]	true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag]	false
Cybersecurity Risk Board of Directors Oversight [Text Block]	The Board has reviewed and discussed with management, the Company’s risk assessment process, risk management framework and reporting mechanisms, implementation and monitoring, including as each of these relates to cybersecurity risks. The Audit Committee coordinates and assists the Board in its oversight of risk. The Board and Audit Committee each receive presentations and reports on Company risks, including cybersecurity risks. The Cybersecurity Plan also contemplates that the Board will also receive prompt and timely information regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding any such incident until it has been addressed. The Board has discussed the Company’s approach to cybersecurity risk management with the members of management, including the Company’s Vice President, IT - Business Operations.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block]	The Audit Committee coordinates and assists the Board in its oversight of risk.
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block]	The Board and Audit Committee each receive presentations and reports on Company risks, including cybersecurity risks. The Cybersecurity Plan also contemplates that the Board will also receive prompt and timely information regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding any such incident until it has been addressed. The Board has discussed the Company’s approach to cybersecurity risk management with the members of management, including the Company’s Vice President, IT - Business Operations.
Cybersecurity Risk Role of Management [Text Block]	The Company has a Cyber Incident Response Team (the “IRT”), which is comprised of employees including, among others, the Company’s Vice President, IT - Business Operations, the Chief Financial Officer (“CFO”), the Chief Operations Officer (“COO”) and the Chief Legal Officer (“CLO”), as well as potential outside advisors and service providers, as deemed appropriate. The Cybersecurity Plan contemplates that, in the case of a cybersecurity risk, the Vice President, IT - Business Operations, in coordination with the IRT, will work collaboratively across the Company to implement a program designed to protect the Company’s information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents in accordance with the Company’s incident response and recovery plans. To facilitate the success of the Company’s cybersecurity risk management program, the Cybersecurity Plan contemplates that multidisciplinary teams throughout the Company will be deployed to address cybersecurity threats and to respond to cybersecurity incidents. Through ongoing communications with these teams, the Cybersecurity Plan dictates that the Company’s Vice President, IT - Business Operations and the IRT monitor the prevention, detection, mitigation and remediation of cybersecurity threats and incidents in real time, and report such threats and incidents to the Board when appropriate. The Company’s Vice President, IT - Business Operations has served in various roles in information technology and information security for over 10 years, including serving as a Chief Technology Officer at other companies.
Cybersecurity Risk Management Positions or Committees Responsible [Flag]	true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block]	The Company has a Cyber Incident Response Team (the “IRT”), which is comprised of employees including, among others, the Company’s Vice President, IT - Business Operations, the Chief Financial Officer (“CFO”), the Chief Operations Officer (“COO”) and the Chief Legal Officer (“CLO”), as well as potential outside advisors and service providers, as deemed appropriate. The Cybersecurity Plan contemplates that, in the case of a cybersecurity risk, the Vice President, IT - Business Operations, in coordination with the IRT, will work collaboratively across the Company to implement a program designed to protect the Company’s information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents in accordance with the Company’s incident response and recovery plans. To facilitate the success of the Company’s cybersecurity risk management program, the Cybersecurity Plan contemplates that multidisciplinary teams throughout the Company will be deployed to address cybersecurity threats and to respond to cybersecurity incidents. Through ongoing communications with these teams, the Cybersecurity Plan dictates that the Company’s Vice President, IT - Business Operations and the IRT monitor the prevention, detection, mitigation and remediation of cybersecurity threats and incidents in real time, and report such threats and incidents to the Board when appropriate.
Cybersecurity Risk Management Expertise of Management Responsible [Text Block]	The Company’s Vice President, IT - Business Operations has served in various roles in information technology and information security for over 10 years, including serving as a Chief Technology Officer at other companies.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block]	To facilitate the success of the Company’s cybersecurity risk management program, the Cybersecurity Plan contemplates that multidisciplinary teams throughout the Company will be deployed to address cybersecurity threats and to respond to cybersecurity incidents. Through ongoing communications with these teams, the Cybersecurity Plan dictates that the Company’s Vice President, IT - Business Operations and the IRT monitor the prevention, detection, mitigation and remediation of cybersecurity threats and incidents in real time, and report such threats and incidents to the Board when appropriate.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag]	true

DEBT - Schedule of Long-Term Debt Instruments (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Debt Instrument [Line Items]
Long-term debt, gross	$ 406,771
Unamortized Debt Issuance Costs	(7,036)	$ (11,258)
Total	399,735	413,849
Less: Current Portion of Debt	7,852	18,153
Total Long-Term Debt, net	391,883	395,696
Promissory Notes
Debt Instrument [Line Items]
Long-term debt, gross	1,858	22,455
Mortgage Loans
Debt Instrument [Line Items]
Long-term debt, gross	114,099	107,306
Vehicle and Equipment Loans
Debt Instrument [Line Items]
Long-term debt, gross	264	596
Secured Debt \| Credit Facility
Debt Instrument [Line Items]
Long-term debt, gross	240,550	294,750
Revolving Credit Facility \| Credit Facility
Debt Instrument [Line Items]
Long-term debt, gross	$ 50,000	$ 0

SHARE CAPITAL - Schedule of Unvested Restricted Stock Units Roll Forward (Details) - Restricted Stock Units	12 Months Ended
	Dec. 31, 2025 $ / shares shares
Number of Shares
Beginning Balance (in shares) \| shares	6,302,987
Granted (in shares) \| shares	1,819,053
Forfeited (in shares) \| shares	718,985
Vested (in shares) \| shares	4,595,587
Ending balance (in shares) \| shares	2,807,468
Weighted Avg. Grant Date Fair Value C$
Beginning balance \| $ / shares	$ 4.96
Granted (in dollars per share) \| $ / shares	0.86
Forfeited (in dollars per share) \| $ / shares	3.71
Vested (in dollars per share) \| $ / shares	4.53
Ending balance \| $ / shares	$ 2.79

FAIR VALUE MEASURMENTS

12 Months Ended

Dec. 31, 2025

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS


17. FAIR VALUE MEASUREMENTS

The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the Consolidated Financial Statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company considers all related factors of the asset by market participants in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions, and credit-risk.

The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels, and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; and

Level 3 – Inputs for the asset or liability that are not based on observable market data.

Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, debt, and acquisition consideration payable.

For the Company’s long-term debt (which consist of credit facilities and mortgage loans), for which there were no quoted market prices of active trading markets, it was not practicable to estimate the fair value of these financial instruments. The carrying amount of debt at December 31, 2025 and December 31, 2024 was $399,735 and $413,849, which includes $7,852 and $18,153, respectively, of short-term debt due within one year.

Financial instruments recorded at fair value are classified using a fair value hierarchy that reflects the significance of the inputs to fair value measurements. The fair value of the Company’s financial instruments associated with each of the three levels of the hierarchy are:


	December 31, 2025
	Level 1		Level 2		Level 3		Total
Cash and Cash Equivalents	$	82,724	$	—	$	—	$	82,724
Acquisition Consideration Payable	—		—		(270)		(270)
Total	$	82,724	$	—	$	(270)	$	82,454


	December 31, 2024
	Level 1		Level 2		Level 3		Total
Cash and Cash Equivalents	$	87,796	$	—	$	—	$	87,796
Acquisition Consideration Payable	—		—		(935)		(935)
Total	$	87,796	$	—	$	(935)	$	86,861

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 940
-SubTopic 820
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

SHARE CAPITAL (Tables)

12 Months Ended

Dec. 31, 2025

Equity [Abstract]

Schedule of Unvested Restricted Stock Units Roll Forward

The following table summarizes the number of unvested RSU awards as of December 31, 2025 and December 31, 2024 and the changes during the year ended December 31, 2025:


	Number of Shares	Weighted Avg. Grant Date Fair Value C$
Unvested RSUs at December 31, 2024	6,302,987	4.96
Granted	1,819,053	0.86
Forfeited	718,985	3.71
Vested	4,595,587	4.53
Unvested RSUs at December 31, 2025	2,807,468	2.79

Schedule of Share-Based Payment Arrangement, Expensed and Capitalized, Amount

The stock-based compensation expense for the years ended December 31, 2025, 2024 and 2023, were as follows:


	Years Ended December 31,
	2025		2024		2023
Stock Options	$	—	$	—	$	255
Restricted Stock Units	11,506		16,946		12,975
Total Stock Based Compensation Expense	$	11,506	$	16,946	$	13,230

DEBT - Schedule of Maturities of Long-Term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Principal Payments
2026	$ 12,528
2027	17,599
2028	131,755
2029	211,741
2030	11,375
Thereafter	21,773
Total	406,771
Unamortized Debt Issuance Costs
2026	4,676
2027	1,165
2028	933
2029	100
2030	23
Thereafter	139
Total	7,036	$ 11,258
Total Debt Payable
2026	7,852
2027	16,434
2028	130,822
2029	211,641
2030	11,352
Thereafter	21,634
Total	$ 399,735	$ 413,849

PROPERTY, PLANT AND EQUIPMENT - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment, Gross	$ 726,683	$ 720,606	$ 636,433
Less: Accumulated Depreciation	(234,210)	(182,642)	(135,129)
Property, Plant and Equipment, Net	492,473	537,964	$ 501,304
Land
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment, Gross	26,057	29,032
Buildings and Improvements
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment, Gross	162,898	173,432
Furniture and Fixtures
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment, Gross	21,516	21,326
Computer Equipment and Software
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment, Gross	29,294	28,525
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment, Gross	282,719	268,836
Tools and Equipment
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment, Gross	99,635	98,133
Vehicles
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment, Gross	4,391	4,341
Asset under Construction
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment, Gross	$ 100,173	$ 96,981

SHARE CAPITAL

12 Months Ended

Dec. 31, 2025

Equity [Abstract]

SHARE CAPITAL


10. SHARE CAPITAL

On November 3, 2025, the Company filed articles of domestication and articles of incorporation with the Secretary of State of the State of Nevada to continue out from the jurisdiction of the Province of British Columbia, Canada, to the jurisdiction of the U.S. State of Nevada. The Continuance was consummated pursuant to a Plan of Arrangement, which was approved by the Company’s stockholders at a special meeting of the stockholders held on October 27, 2025, and a Final Order issued by the Supreme Court of British Columbia, Canada on October 30, 2025. As part of the Continuance, the previously authorized, issued and outstanding Subordinate Voting Shares of the Company were deemed to be exchanged on the November 3, 2025 for authorized, issued and outstanding shares of Common Stock, par value $0.001 per share, of the Company on a one-for-one basis. The Proportionate Voting Shares were no longer authorized, and all special rights and restrictions of the Proportionate Voting Shares were removed from the Company’s governing documents.

The Company’s Common Stock are classified as equity. Incremental costs directly attributable to the issuance of shares are recognized as a deduction from equity. The proceeds from the exercise of stock options or warrants together with amounts previously recorded in reserves over the vesting periods are recorded as share capital. Income tax relating to transaction costs of an equity transaction is accounted for in accordance with ASC 740, Income Taxes.

(a)Issued and Outstanding

As of December 31, 2025, the Company had 363,245,512 shares of Common Stock issued and outstanding and no Preferred Stock issued or outstanding. The Company has the following two classes of stock, with each class having $0.001 par value:

(i)Common Stock

The stockholders of Common Stock are entitled to receive dividends issued by the Company and one vote per share at stockholder meetings of the Company. All Common Stock are ranked equally regarding the Company’s residual assets. The Company is authorized to issue 5,000,000,000 shares of Common Stock.

(ii)Preferred Stock

The Company currently does not have any Preferred Stock issued or outstanding. Our board of directors may, without further action by our stockholders, provide, out of the authorized but undesignated and unissued shares of preferred stock, for one or more series of preferred stock and, with respect to each such series, fix the number of shares constituting such series and the designation of such series, the voting powers (if any) of the shares of such series, and the powers, preferences and relative, participating, optional or other rights, if any, and any qualifications, limitations or restrictions thereof, of the shares of such series, any or all of which may be greater than the rights of our common stock. The Company is authorized to issue 1,000,000,000 shares of Preferred Stock.

(b)Incentive Based Compensation

In February 2021, the Company established the Verano Holdings Corp. Stock and Incentive Plan (the “Plan”), which provides for stock-based remuneration for its eligible directors, officers, employees, consultants, and advisors. The maximum number of RSUs, options and other stock-based awards that may be issued under the Plan cannot exceed 10% of the Company’s then issued and outstanding share capital, determined on an as converted to Subordinate Voting Shares basis. In addition, in March 2024, the Company adopted the Long-Term Cash Incentive Plan, which provides for cash-based remuneration to eligible service providers of the Company. All goods and services received in exchange for the grant of any stock-based or cash-based awards are measured at their fair value. Equity-settled stock-based payments under stock-based payment plans are ultimately recognized as an expense in profit or loss with a corresponding credit to equity.

In connection with the Continuance, each outstanding option to purchase Subordinate Voting Shares was deemed to be adjusted to become one outstanding option to purchase an equal number of shares of Common Stock at the same exercise price per share and otherwise on the same terms and conditions under the Plan and applicable award agreement; and each outstanding restricted stock unit to receive Subordinate Voting Shares was deemed to be adjusted to become one outstanding restricted stock unit to receive an equal number of shares of Common Stock with the same terms and conditions under the Plan and applicable award agreement.


10. SHARE CAPITAL (Continued)

The Company recognizes compensation expense on a straight-line basis over the requisite service period of the award. Estimates are subsequently revised if there is any indication that the number of shares or amount of cash expected to vest differs from the previous estimate. Any cumulative adjustment prior to vesting is recognized in the current period with no adjustment to prior periods for expense previously recognized.

Option and RSU grants generally vest in installments over 12 to 36 months and options typically have a life of ten years.

Options

Option activity is summarized as follows: The Company had 23,588 fully vested and exercisable options, entitling the holder thereof to one Common Stock per each option upon exercise, with a weighted average exercise price of C$29.96 and a weighted average remaining contractual life of 5.17 years as of December 31, 2025.

During the year ended December 31, 2025, a total of 8,171 stock options expired unexercised. These options were not exercised prior to their expiration dates and, as a result, are no longer outstanding or exercisable as of December 31, 2025. The expiration of these options had no impact on the Company’s consolidated financial statements, as the related compensation expense had been fully recognized in prior periods.

No fully vested options, entitling the holder thereof to one Common Stock per each option upon exercise, were cancelled during the year ended December 31, 2025. No options were granted or forfeited during the year ended December 31, 2025. As of December 31, 2025 and December 31, 2024, there were no in-the-money options.

RSUs

The following table summarizes the number of unvested RSU awards as of December 31, 2025 and December 31, 2024 and the changes during the year ended December 31, 2025:


	Number of Shares	Weighted Avg. Grant Date Fair Value C$
Unvested RSUs at December 31, 2024	6,302,987	4.96
Granted	1,819,053	0.86
Forfeited	718,985	3.71
Vested	4,595,587	4.53
Unvested RSUs at December 31, 2025	2,807,468	2.79

The stock-based compensation expense for the years ended December 31, 2025, 2024 and 2023, were as follows:


	Years Ended December 31,
	2025		2024		2023
Stock Options	$	—	$	—	$	255
Restricted Stock Units	11,506		16,946		12,975
Total Stock Based Compensation Expense	$	11,506	$	16,946	$	13,230

For the years ended December 31, 2025, 2024 and 2023, stock based compensation expense included in costs of goods sold, net totaled $1,731, $2,130, and $2,669 respectively. For the years ended December 31, 2025, 2024 and 2023, stock based compensation expense included in selling, general, and administrative expense totaled $9,775, $14,816, and $10,561 respectively.

As of December 31, 2025, total unrecognized stock-based compensation expense of $4,193 is expected to be recognized over the remaining contractual term.

FAIR VALUE MEASURMENTS (Tables)

12 Months Ended

Dec. 31, 2025

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The fair value of the Company’s financial instruments associated with each of the three levels of the hierarchy are:


	December 31, 2025
	Level 1		Level 2		Level 3		Total
Cash and Cash Equivalents	$	82,724	$	—	$	—	$	82,724
Acquisition Consideration Payable	—		—		(270)		(270)
Total	$	82,724	$	—	$	(270)	$	82,454


	December 31, 2024
	Level 1		Level 2		Level 3		Total
Cash and Cash Equivalents	$	87,796	$	—	$	—	$	87,796
Acquisition Consideration Payable	—		—		(935)		(935)
Total	$	87,796	$	—	$	(935)	$	86,861

TRANSACTIONS - Narrative (Details)			12 Months Ended
TRANSACTIONS - Narrative (Details)	Aug. 21, 2024 USD ($) shares	Aug. 16, 2024 USD ($) business	Dec. 31, 2026 USD ($)	Dec. 31, 2025 USD ($) shares	Dec. 31, 2024 USD ($) shares	Dec. 31, 2023 USD ($)	Nov. 03, 2025	May 27, 2025 USD ($)	Dec. 28, 2023 USD ($)
Business Combination [Line Items]
Common stock, exchange ratio							1
Gain on Deconsolidation				$ 4,739,000	$ 0	$ 0
Cannabist AZ
Business Combination [Line Items]
Number of businesses acquired \| business		2
Cash consideration		$ 12,891,000
Revenues, net of acquiree since acquisition date, actual					5,959,000
Net income (loss) of acquiree since acquisition date, actual					(2,217,000)
CC East Virginia
Business Combination [Line Items]
Cash consideration	$ 24,122,000
Revenues, net of acquiree since acquisition date, actual					17,565,000
Net income (loss) of acquiree since acquisition date, actual					$ 3,538,000
Equity interest issued or issuable, number of shares (in shares) \| shares	10,416,041
Equity interests issued and issuable	$ 34,453,000
Common stock, exchange ratio	1
CC East Virginia \| Promissory Note
Business Combination [Line Items]
Debt instrument, face amount	$ 26,700,000							$ 27,852,000
Fair value	$ 26,068,000
Interest rate, stated percentage	7.00%
Debt instrument, term	2 years
Ivy Hall Mount Holly, LLC
Business Combination [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares				297,225	297,225
Common stock, exchange ratio				1
Equity interest issued				$ 625,000	$ 625,000				$ 1,250,000
Payment for contingent consideration liability, financing activities				$ 708,000
Ivy Hall Mount Holly, LLC \| Forecast
Business Combination [Line Items]
Cash consideration			$ 292,000

INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Amortization	$ 64,866	$ 85,307	$ 91,457
Impairment of intangible assets, finite-lived			5,113
Carrying value of intangible asset	579,090	734,005	1,086,146
Licenses
Finite-Lived Intangible Assets [Line Items]
Amortization	59,443	79,107
Impairment of intangible assets, finite-lived	90,849	293,688	5,113
Carrying value of intangible asset	554,288	703,780	1,043,575
Licenses \| Wholesale
Finite-Lived Intangible Assets [Line Items]
Carrying value of intangible asset	5,588
Tradenames
Finite-Lived Intangible Assets [Line Items]
Amortization	4,511	5,194
Carrying value of intangible asset	23,739	28,250	39,165
Tradenames \| Cultivation
Finite-Lived Intangible Assets [Line Items]
Impairment of intangible assets, finite-lived		5,687
Tradenames \| Retail
Finite-Lived Intangible Assets [Line Items]
Impairment of intangible assets, finite-lived		34
Technology
Finite-Lived Intangible Assets [Line Items]
Amortization	912	1,006
Impairment of intangible assets, finite-lived		425
Carrying value of intangible asset	$ 1,063	$ 1,975	$ 3,406

EARNINGS (LOSSES) PER SHARE - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Numerator
Net loss attributable to Verano Holdings Corp. and Subsidiaries	$ (257,908)	$ (341,859)	$ (117,348)
Basic
Weighted-average shares outstanding - basic	360,911,293	349,584,820	342,774,236
Diluted
Weighted-average shares outstanding - diluted	360,911,293	349,584,820	342,774,236
Net Loss per share - basic (in dollars per share)	$ (0.71)	$ (0.98)	$ (0.34)
Net Loss per share - diluted (in dollars per share)	$ (0.71)	$ (0.98)	$ (0.34)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482662/260-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-4

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 65
-Paragraph 9
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479343/105-10-65-9

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 17
-Subparagraph (d)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480336/718-10-65-17

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
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Reference 8: http://www.xbrl.org/2003/role/exampleRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147483443/250-10-50-3

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482635/260-10-55-15

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
-Subparagraph (e)(4)
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-URI https://asc.fasb.org/1943274/2147480175/815-40-65-1

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 46: http://www.xbrl.org/2003/role/disclosureRef
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Reference 47: http://www.xbrl.org/2003/role/disclosureRef
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Reference 48: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481538/470-20-65-4

Reference 49: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

+ Details

PROPERTY, PLANT AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Depreciation	$ 59,193	$ 54,311
Impairment of fixed assets	428	10,526	$ 8,573
Cost of Sales
Property, Plant and Equipment [Line Items]
Depreciation	39,399	36,869
Selling, General and Administrative Expenses
Property, Plant and Equipment [Line Items]
Depreciation	$ 19,794	$ 17,442

DEBT

12 Months Ended

Dec. 31, 2025

Debt Disclosure [Abstract]

DEBT


9. DEBT

As of December 31, 2025 and December 31, 2024, debt consisted of the following:


	As of December 31,
	2025		2024
Credit Facility	$	240,550	$	294,750
Revolver	50,000		—
Promissory Notes	1,858		22,455
Mortgage Loans	114,099		107,306
Vehicle and Equipment Loans	264		596
Unamortized Debt Issuance Costs	(7,036)		(11,258)

Total Debt	$	399,735	$	413,849

Less: Current Portion of Debt	7,852		18,153

Total Long-Term Debt, net	$	391,883	$	395,696

2022 Credit Facility

On October 27, 2022, Verano and certain of its subsidiaries and affiliates, as the Borrowers, entered into the 2022 Credit Agreement with Chicago Atlantic, as administrative agent for the Lenders, and the Lenders from time-to-time party thereto, pursuant to which the Lenders advanced the Borrowers a $350,000 senior secured term loan, and which also provides the Borrowers with the right, subject to conditions, to request an additional incremental term loan of up to $100,000; provided that the Lenders elect to fund such incremental term loan. At funding, all the proceeds of the loans made under the 2022 Credit Agreement were used to repay the amounts owing under the Company's previous senior secured term loan credit facility. In connection with such repayment, such previous credit facility was terminated and is no longer in force or effect.

The 2022 Credit Agreement provides the Borrowers with the right, subject to conditions, to request an additional incremental term loan in the aggregate principal amount of up to $100,000; provided that the Lenders elect to fund such incremental term loan. Beginning in October 2023, the loan requires scheduled amortization payments of $350 per month and the remaining principal balance is due in full on October 30, 2026.

The 2022 Credit Agreement also provides the Borrowers with the right to (a) incur up to $120,000 of additional indebtedness from third-party lenders secured by real estate excluded as collateral under the 2022 Credit Agreement, (b) incur additional mortgage financing from third-party lenders secured by real estate acquired after the closing date, and (c) upon the SAFE Banking Act or similar legislation making banking services available to U.S. cannabis companies being passed by the United States Congress, incur up to $50,000 pursuant to a revolving credit facility from third-party lenders that is pari passu or subordinated to the 2022 Credit Agreement obligations, each of which are subject to customary conditions.

The obligations under the 2022 Credit Agreement are secured by substantially all of the assets of the Borrowers, excluding vehicles, specified parcels of real estate and other customary exclusions.

The 2022 Credit Agreement provides for a floating annual interest rate equal to the prime rate then in effect plus 6.50%, which rate may be increased by 3.00% upon an event of default that is not a material event of default or 6.00% upon a material event of default as provided in the 2022 Credit Agreement.

At any time, the Company may voluntarily prepay up to $100,000 of the principal balance, subject to a one-time $1,000 prepayment premium upon the first prepayment, and may prepay the remaining outstanding principal balance for a prepayment premium at varying rates based on the timing of any subsequent prepayments. The Borrowers may not voluntarily prepay more than $100,000 of the principal balance without prepaying the entire outstanding principal balance of the loan.


9. DEBT (Continued)

On April 30, 2024, the Company made a Permitted Partial Optional Prepayment (as defined in the 2022 Credit Agreement) in the amount of $50,000 pursuant to the 2022 Credit Agreement and paid a $1,000 prepayment premium in connection therewith. In connection with such Permitted Partial Optional Prepayment, Chicago Atlantic and certain Lenders agreed to (a) release certain Borrowers from their obligations under, and as parties to, the 2022 Credit Agreement and related agreements and (b) release all liens over such Borrowers’ property, including real estate, held by Chicago Atlantic for the benefit of the Lenders, in each case, pursuant to a limited consent and waiver, dated as of April 29, 2024, by and among Borrowers, certain of the lenders party thereto and Chicago Atlantic.

On September 30, 2025, the Company made a Permitted Partial Optional Prepayment (as defined in the 2022 Credit Agreement) in the amount of $50,000 pursuant to the 2022 Credit Agreement, without any penalty or premium.

The 2022 Credit Agreement includes customary representations, warranties, covenants and customary events of default, including, without limitation, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to material indebtedness, and events of bankruptcy and insolvency.

The 2022 Credit Agreement also includes customary negative covenants limiting the Borrowers’ ability to incur additional indebtedness and grant liens that are not otherwise permitted, and the ability to enter into or consummate acquisitions or dispositions that are not otherwise permitted, among others. Additionally, the 2022 Credit Agreement requires the Borrowers to meet certain financial tests regarding minimum cash balances, minimum levels of Adjusted EBITDA (as defined in the 2022 Credit Agreement) and a minimum fixed charge coverage ratio.

As of December 31, 2025, the Company was in compliance with such covenants.

Refer to Note 19 - Subsequent Events for further discussion regarding the payoff and termination of the 2022 Credit Agreement.

Revolver

On September 30, 2025, 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, and Chicago Atlantic, as administrative agent for the Lenders.

The Revolver provides for a $75,000 revolving loan facility, $50,000 of which was drawn on September 30, 2025 and used to prepay, without any penalty or premium, $50,000 of outstanding obligations due under the 2022 Credit Agreement. Amounts drawn under the Revolver do not require amortization payments and all outstanding amounts are due in full on September 29, 2028 (Refer to Note 19 - Subsequent Events for further discussion). 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. The Company incurred debt issuance costs of $2,209 in connection with the establishment of the Revolver. In accordance with ASC 835-30 Interest-imputation of interest (“ASC 835-30”), these costs are presented on the Condensed Consolidated Balance Sheet as a direct deduction from the carrying amount of the related debt liability. The debt issuance costs are amortized over the contractual term of the Revolver using the effective interest method. Amortization expense related to these costs is included in Interest Expense in the accompanying Consolidated Statements of Operations. Refer to Note 19 - Subsequent Events for further discussion regarding the Revolver.


9. DEBT (Continued)

The Revolver may be drawn in $2,500 increments upon ten business days prior notice and any outstanding amount under the Revolver may be voluntarily prepaid in $2,500 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 indebtedness, of the owned real estate serving as collateral after giving effect to such release.

The Revolver includes customary representations, warranties, covenants and customary events of default, including, without limitation, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to material indebtedness, and events of bankruptcy and insolvency. The Revolver also includes customary covenants, including, without limitation, limiting the Real Estate Subsidiaries’ ability to incur additional indebtedness, make guarantees and grant liens that are otherwise not permitted and enter into or consummate acquisitions or dispositions that are not otherwise permitted, among others. As of December 31, 2025, the Company was in compliance with such covenants.

Columbia Care Eastern Virginia LLC

On July 29, 2024, the Company entered into the Virginia EPA to purchase all of the issued and outstanding equity interests of CC East Virginia. The transaction closed on August 21, 2024. Pursuant to the Virginia EPA, the Company issued the CC East Virginia Promissory Note in the amount of $26,700, which was amended to $27,852 on May 27, 2025 in connection with a purchase price adjustment. The CC East Virginia Promissory Note had an estimated fair value of $26,068 and bears interest at a rate of 7% per annum beginning on the closing date, through maturity on the two-year anniversary of the closing date. Subsequently, on May 27, 2025, the Company entered into a waiver and partial payoff agreement related to a portion of the CC East Virginia Promissory Note. During the year ended December 31, 2025, the Company partially extinguished the CC East Virginia Promissory Note.


9. DEBT (Continued)

Mortgages

On March 14, 2025, the Company entered into a loan with Rainbow Realty Group IV, LLC to borrow a principal amount of $12,000 secured by real estate in Coolidge, Arizona and North Las Vegas, Nevada. The loan bears an interest rate of 11% per annum and matures in March 2030.

Stated maturities of debt obligations are as follows:


	Principal Payments		Unamortized Debt Issuance Costs		Total Debt Payable
2026	$	12,528	$	4,676	$	7,852
2027	17,599		1,165		16,434
2028	131,755		933		130,822
2029	211,741		100		211,641
2030	11,375		23		11,352
Thereafter	21,773		139		21,634

Total	$	406,771	$	7,036	$	399,735

As of December 31, 2025, the Company’s 2022 Credit Agreement was contractually due within 12 months. Subsequent to year-end, but prior to the issuance of these financial statements, the Company extinguished the amounts due under and terminated the 2022 Credit Agreement. As a result, the outstanding balance is classified as long-term and is not included in the table of stated maturities due within the next 12 months. See Note 19 – Subsequent Events for further details.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

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+ Details

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2025	Mar. 10, 2026	Jun. 30, 2025
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2025
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	000-56342
Entity Registrant Name	VERANO HOLDINGS CORP.
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	98-1583243
Entity Address, Address Line One	224 W. Hill Street
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60610
City Area Code	312
Local Phone Number	265-0730
Title of 12(g) Security	Common Stock, $0.001 par value per share
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction	false
Entity Shell Company	false
Entity Public Float			$ 164,049,793
Entity Common Stock, Shares Outstanding		363,245,512
Documents Incorporated by Reference	Portions of the definitive Proxy Statement to be delivered to stockholders in connection with the Annual Meeting of Stockholders to be held during 2026 are incorporated by reference into Part III of this Annual Report on Form 10-K.
Entity Central Index Key	0001848416
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	FY
Amendment Flag	false

INVENTORY (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Inventory Disclosure [Abstract]
Raw Materials	$ 4,735	$ 3,991
Work in Process	162,197	135,185
Packaging and Miscellaneous	12,850	10,115
Finished Goods	50,186	35,165
Total Inventory	$ 229,968	$ 184,456

LEASES

12 Months Ended

Dec. 31, 2025

Leases [Abstract]

LEASES


12. LEASES

The Company has operating leases for some of its retail dispensaries and processing and production facilities located throughout the U.S., as well as for its corporate office located in Chicago, Illinois. Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date.

Leases with an initial term of 12 months or less are not recorded on the balance sheet. Certain leases require payments for taxes, insurance, and maintenance, and are considered non-lease components. The Company accounts for non-lease components separately.

The Company determines if an arrangement is a lease at inception. The Company must consider whether the contract conveys the right to control the use of an identified asset.

The Company leases certain business facilities from third parties under non-cancellable operating lease agreements that contain minimum rental provisions that expire through 2040. Some leases also contain renewal provisions and provide for rent abatement and escalating payments.

During the years ended December 31, 2025, 2024, and 2023, the Company recorded approximately $22,820, $20,754, and $18,451 in operating lease expense, respectively, of which $1,244, $771 and $704, was included in cost of goods sold for the years ended December 31, 2025, 2024 and 2023, respectively.

Other information related to operating leases as of and for the years ended December 31, 2025, 2024 and 2023 were as follows:


	2025		2024		2023
Weighted average remaining lease term - years	7.45		8.08		8.19
Weighted average discount rate	10.52	%	10.28	%	9.52	%

Maturities of lease liabilities for operating leases as of December 31, 2025 were as follows:


Year Ending December 31,	Maturities of Lease Liability
2026	$	21,965
2027	21,376
2028	20,656
2029	19,572
2030	18,627
Thereafter	51,482
Total Lease Payments	153,678
Less: Imputed Interest	(50,613)
Present Value of Lease Liability	$	103,065

LOYALTY OBLIGATIONS (Details) $ in Thousands, loyaltyPoint in Millions	12 Months Ended
	Dec. 31, 2025 USD ($) loyaltyPoint $ / loyaltyPoint	Dec. 31, 2024 USD ($) loyaltyPoint
Disaggregation of Revenue [Line Items]
Percentage of loyalty points estimated to not be redeemed	20.00%
Loyalty point expiration period	6 months
Loyalty points outstanding \| loyaltyPoint	228	150
Contract with customer, liability, current \| $	$ 7,513	$ 7,449
Minimum
Disaggregation of Revenue [Line Items]
Loyalty program standalone selling price per loyalty point	0.03
Maximum
Disaggregation of Revenue [Line Items]
Loyalty program standalone selling price per loyalty point	0.06

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

PROPERTY, PLANT AND EQUIPMENT - Reconciliation of the Beginning and Ending Balances of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment, Gross
Beginning balance	$ 720,606	$ 636,433
Additions	29,185	118,364
Property, plant and equipment from business combination		26,308
Disposals and other	(22,338)	(47,746)
Impairment	(770)	(12,753)
Ending balance	726,683	720,606	$ 636,433
Accumulated Depreciation
Beginning balance	(182,642)	(135,129)
Disposals and other	7,283	4,571
Impairment	342	2,227
Depreciation	(59,193)	(54,311)
Ending balance	(234,210)	(182,642)	(135,129)
Property, Plant and Equipment, Net
Beginning balance	537,964	501,304
Additions	29,185	118,364
Property, plant and equipment from business combination		26,308
Disposals and other	(15,055)	(43,175)
Impairment	(428)	(10,526)	(8,573)
Depreciation	(59,193)	(54,311)
Ending balance	$ 492,473	$ 537,964	$ 501,304

CONSOLIDATION

12 Months Ended

Dec. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

CONSOLIDATION


16. CONSOLIDATION

In accordance with ASC 810, the Company consolidates through the VIE model. The following table presents the summarized financial information about the Company’s consolidated VIEs, which are included in the Company's Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024.


	As of December 31,
	2025		2024
Current Assets	$	7,235	$	6,736
Non-Current Assets	29,803		26,555
Current Liabilities	41,301		31,492
Non-Current Liabilities	6,538		5,903
Equity attributable to Verano Holdings Corp.	(9,024)		(1,844)
Non-Controlling Interest	(1,777)		(2,260)

Consolidated Variable Interest Entities

Consolidated VIEs occur when (a) the Company closes an acquisition while the state has not finalized the transfer of the cannabis license or (b) the Company owns an equity interest in a joint venture, which it exercises control over.

Consolidation occurs on the effective date of the purchase agreement, or in the case of joint venture VIEs, on the effective date of a limited liability company agreement governing the applicable joint venture, and a Management Services Agreement. The Management Services Agreement grants the management company, Verano, the ability to make business operating decisions, manage and staff employees, determine product mix, and the authority to direct allocation of cash. The Management Services Agreement or the limited liability company agreement also allows Verano to limit distributions of the entity at Verano’s discretion. Certain states may limit the distribution or transfer of cash until license transfer.

The Company has entered into financing arrangements with certain VIEs to provide funding for potential capital expenditures including, but not limited to, the construction of dispensaries and other facilities.

The Company applies ASC 810-10-15 to determine control of the legal entity. With respect to VIEs acquired via acquisition, the purchase agreements limit the sellers involvement in future operations, and their risks of loss. With respect to joint venture VIEs, the limited liability company agreements limit the partners’ involvement in future operations and control over financial decisions, including distributions. In addition, Verano enters into a Management Services Agreement with the legal entity that grants the Company strategic decision-making ability of the business operations.

The Company is involved in all qualitative and quantitative aspects of each consolidated VIE, such as but not limited to, software choices, procurement, staffing and payroll, advertising, and use of cash flow. With respect to VIEs acquired via acquisition, the Company absorbs all risk of loss and receives expected future returns based on the purchase agreement and Management Services Agreement, resulting in Verano being the primary beneficiary.

Verano does not fully own all entities consolidated under ASC 810 and records a non-controlling interest for such non-owned portion in the Consolidated Financial Statements. The income of less-than-wholly owned entities is attributed to non-controlling interest and Verano based on the contractual arrangements between the other interest holders and Verano, or, in the absence of contractual arrangements, on a pro rata basis based on relative ownership percentage. As an exception to the aforementioned attribution method, during periods in which a less-than-wholly owned entity records an accumulated deficit, the net losses of the less-than-wholly owned subsidiary are, generally, attributed entirely to Verano.

SEGMENTS (Tables)

12 Months Ended

Dec. 31, 2025

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

Summarized financial information for the Company’s reportable segments for the years ended December 31, 2025, 2024 and 2023, consisted of the following:


	For the Year Ended December 31, 2025
	Retail		Wholesale		All Other		Total
Revenues, net of Discounts	$	672,661	$	318,389	$	(169,546)	$	821,504
Cost of Goods Sold, net	(373,789)		(198,727)		164,509		(408,007)
Other Segment Items	(109,990)		47,217		(121,530)		(184,303)
Adjusted EBITDA	$	188,882	$	166,879	$	(126,567)	$	229,194
Acquisition Adjustments and Other Income (Expense), net							(9,653)
Acquisition, Transaction and Other Non-operating Costs							(13,253)
Employee Stock Compensation							(11,506)
Interest Expense, net							(53,589)
Depreciation and Amortization							(124,155)
Impairment							(183,268)
Income from operations before income taxes							$	(166,230)


14. SEGMENTS (Continued)


	For the Year Ended December 31, 2024
	Retail		Wholesale		All Other		Total
Revenues, net of Discounts	$	672,252	$	353,476	$	(147,143)	$	878,585
Cost of Goods Sold, net	(376,534)		(200,978)		142,858		(434,654)
Other Segment Items	(112,648)		45,535		(112,364)		(179,477)
Adjusted EBITDA	$	183,070	$	198,033	$	(116,649)	$	264,454
Acquisition Adjustments and Other Income (Expense), net							(11,160)
Acquisition, Transaction and Other Non-operating Costs							(14,141)
Employee Stock Compensation							(16,946)
Interest Expense, net							(54,759)
Depreciation and Amortization							(139,664)
Impairment							(327,699)
Loss from operations before income taxes							$	(299,915)


	For the Year Ended December 31, 2023
	Retail		Wholesale		All Other		Total
Revenues, net of Discounts	$	741,334	$	348,990	$	(151,872)	$	938,452
Cost of Goods Sold, net	(401,507)		(198,547)		136,808		(463,246)
Other Segment Items	(106,414)		37,470		(101,391)		(170,335)
Adjusted EBITDA	$	233,413	$	187,913	$	(116,455)	$	304,871
Acquisition Adjustments and Other Income (Expense), net							(9,123)
Acquisition, Transaction and Other Non-operating Costs							(2,177)
Employee Stock Compensation							(13,230)
Interest Expense, net							(59,793)
Depreciation and Amortization							(141,133)
Impairment							(51,617)
Income from operations before income taxes							$	27,798

NATURE OF OPERATIONS (Details)	Dec. 31, 2025 state $ / shares	Nov. 03, 2025 $ / shares
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of states in which entity operates \| state	13
Common stock, exchange ratio		1
Common stock, par value per share (in dollars per share) \| $ / shares	$ 0.001	$ 0.001

CONTINGENCIES & OTHER

12 Months Ended

Dec. 31, 2025

Commitments and Contingencies Disclosure [Abstract]

CONTINGENCIES & OTHER


13. CONTINGENCIES & OTHER

(a)Claims and Litigation

From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As of December 31, 2025, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company’s consolidated operations. There are no proceedings in which the Company is a party and any of the Company’s directors, officers or affiliates is an adverse party or has a material interest adverse to the Company’s interest. The Company accrues loss contingencies in accordance with ASC 450, Contingencies, if, in the opinion of management and its legal counsel, the risk of loss is probable and the amount can be reasonably estimated.

Vireo Litigation

On January 31, 2022, the Company entered into an Arrangement Agreement (the “Arrangement Agreement”) with Vireo Growth Inc. (“Vireo”), formerly known as Goodness Growth Holdings, Inc., pursuant to which the Company agreed to acquire all of the issued and outstanding equity interests of Vireo in exchange for equity interests in the Company, subject to the conditions set forth in the Arrangement Agreement. On October 13, 2022, the Company provided written notice to Vireo of Vireo’s breach of the Arrangement Agreement and exercised the Company’s termination rights under the Arrangement Agreement. On October 21, 2022, Vireo filed suit against the Company in a notice of Civil Claim captioned Goodness Growth Holdings, Inc. v. Verano Holdings Corp. in the Supreme Court of British Columbia , Canada, Vancouver Registry, Case No. S-228521, alleging that the Company breached (i) the Arrangement Agreement through, among other things, the purported wrongful repudiation of the Arrangement Agreement, (ii) the duty of good faith, and (iii) the duty of honest performance in contract. On November 14, 2022, the Company filed a response and counterclaim asserting that Vireo owed it a termination fee in the amount of $14,875, or alternatively, the reimbursement of out-of-pocket fees and expenses of up to $3,000 as a result of our termination of the Arrangement Agreement, which was based upon our belief that Vireo breached covenants and representations in the Arrangement Agreement and the occurrence of other termination events.

Subsequent court filings were made by the parties, including on May 2, 2024 when Vireo filed an application with the Supreme Court of British Columbia seeking $860,900 in damages, plus costs and interest. On October 28, 2025, the Company and Vireo executed a comprehensive settlement agreement, with settlement terms that included a mutual release of all claims arising or resulting from the issues underlying the litigation and the dismissal of all outstanding litigation claims between Vireo and the Company pending before the Supreme Court of British Columbia. The settlement consideration consisted of (i) a $1,000 cash payment from the Company to Vireo and (ii) the Company’s conveyance to Vireo of a real estate parcel with an unfinished and non-operational cultivation facility, with such real estate valued by the parties at $9,000. On November 20, 2025, in accordance with the settlement agreement, the Supreme Court of British Columbia entered a consent order dismissing all claims pending against Vireo and the Company, concluding this matter.


13. CONTINGENCIES & OTHER (Continued)

(b)Illegality of Cannabis at the U.S. Federal Level

Verano operates within states where cannabis use, medical or adult use or both, has been approved by state and local regulatory bodies. Notwithstanding the permissive regulatory environment of medical, and in some cases also adult use cannabis at the state level, under U.S. federal law cannabis (other than hemp) is a Schedule I controlled substance under the Controlled Substances Act (21 U.S.C. § 811) (the “Controlled Substances Act”) which means it is viewed by the U.S. federal government as a drug that has a high potential for abuse and no therapeutic value. Therefore, even in states or territories that have legalized cannabis to some extent, the cultivation, processing, distribution, possession and sale of cannabis violates the Controlled Substances Act. Moreover, individuals and entities may violate U.S. federal law if they aid and abet another in violating the Controlled Substances Act or conspire with another to violate the law. Violating the Controlled Substances Act is also a predicate for other crimes, including money laundering laws and the Racketeer Influenced and Corrupt Organizations Act. Violations of any U.S. federal laws and regulations could result in significant fines, penalties, administrative sanctions, convictions or settlements arising from civil proceedings conducted by either the federal government or private citizens, or criminal charges, including, but not limited to, disgorgement of profits, cessation of business activities, civil forfeiture or divestiture. On December 18, 2025, President Trump issued an executive order titled “Increasing Medical Marijuana and Cannabidiol Research,” (the “Executive Order”) which directs federal agencies to expedite the process of rescheduling cannabis from a Schedule I to a Schedule III controlled substance under the Controlled Substances Act (21 U.S.C. § 811) (the “Controlled Substances Act” or the “CSA”). The effect of the Executive Order may be that the cultivation, manufacturing, distribution, sale or possession of cannabis in the U.S. is no longer federally illegal and would lessen criminal penalties at the federal level and remove Section 280E tax considerations, however, the final effects of the Executive Order are dependent on other government actions. Despite such actions and the ongoing rule making process, there can be no guarantees that the rescheduling rule making process will continue on a certain timeline or at all under this administration or that any rules will come out of the rule making process that will benefit the Company. The Executive Order, and agency implementation of the Executive Order does not federally legalize adult use and would not federally authorize or approve state sanctioned medical programs. Cannabis would still be subject to the same FDA drug approval process as all other substances, and sales outside of FDA approval, would still be criminal at the federal level.

Strict compliance with state and local laws with respect to cannabis may neither absolve the Company of liability under U.S. federal law, nor may it provide a defense to any federal proceeding which may be brought against the Company. This could have a material adverse effect on the Company, including its reputation and ability to conduct business, its cannabis licenses in the U.S., the listing and trading of its securities on stock exchanges and platforms, its financial position, operating results, profitability, liquidity and the market price of its publicly traded shares. In addition, it is difficult for the Company to estimate the time or resources that would be needed for the investigation of any such matters or its final resolution because, in part, the time and resources that may be needed are dependent on the nature and extent of any information requested by the applicable authorities involved, and such time and resources could be substantial.

There can be no assurance that the comprehensive U.S. federal legislation that would de-schedule and de-criminalize cannabis will be passed in the near future or at all. If such legislation is passed, there is no guarantee that it will include provisions that preserve the current state-based cannabis programs under which the Company operates or that such legislation will otherwise be favorable to the Company and its business.

SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2025

Accounting Policies [Abstract]

Schedule of Property, Plant and Equipment

The Company’s estimated depreciable lives of operating assets and facilities are as follows:


Land			Not Applicable
Building			30 years
Construction in Progress			Not Applicable
Leasehold Improvements			Shorter of: remaining lease term or
			10 years
Tools & Equipment			7 years
Kitchen & Lab Equipment			7 years
Other Machinery & Equipment			7 years
Furniture & Fixtures			7 years
Electronic & Security Equipment			5 years
Vehicles			7 years
Land Improvements			15 years

Property, plant and equipment and related accumulated depreciation consists of the following at December 31, 2025 and December 31, 2024:


	As of December 31,
	2025		2024
Land	$	26,057	$	29,032
Buildings and Improvements	162,898		173,432
Furniture and Fixtures	21,516		21,326
Computer Equipment and Software	29,294		28,525
Leasehold Improvements	282,719		268,836
Tools and Equipment	99,635		98,133
Vehicles	4,391		4,341
Assets Under Construction (1)	100,173		96,981

Total Property, Plant and Equipment, Gross	726,683		720,606
Less: Accumulated Depreciation	(234,210)		(182,642)

Property, Plant and Equipment, Net	$	492,473	$	537,964

(1)Assets under construction represent construction in progress related to facilities not yet completed or otherwise not placed in service.

A reconciliation of the beginning and ending balances of property, plant and equipment is as follows:


	Property, Plant and Equipment, Gross		Accumulated Depreciation		Property, Plant and Equipment, Net
Balance as of January 1, 2024	$	636,433	$	(135,129)	$	501,304
Additions	118,364		—		118,364
Property, plant and equipment from business combination	26,308		—		26,308
Disposals and other	(47,746)		4,571		(43,175)
Impairment	(12,753)		2,227		(10,526)
Depreciation	—		(54,311)		(54,311)
Balance as of December 31, 2024	$	720,606	$	(182,642)	$	537,964
Additions	29,185		—		29,185
Disposals and other	(22,338)		7,283		(15,055)
Impairment	(770)		342		(428)
Depreciation	—		(59,193)		(59,193)
Balance as of December 31, 2025	$	726,683	$	(234,210)	$	492,473

Schedule of Finite-Lived Intangible Assets

Amortization periods by class of intangible assets with finite lives were as follows as of December 31, 2025:


Licenses			9-15 years
Tradenames			5-10 years
Technology			5-10 years

As of December 31, 2025 and December 31, 2024, intangible assets consisted of the following:


	Licenses		Tradenames		Technology		Total
Cost
Balance as of January 1, 2025	$	922,358	$	45,108	$	5,546	$	973,012
Purchases	800		—		—		800
Impairment	(128,975)		—		—		(128,975)
Balance as of December 31, 2025	$	794,183	$	45,108	$	5,546	$	844,837

Accumulated Amortization
Balance as of January 1, 2025	$	218,578	$	16,858	$	3,571	$	239,007
Amortization	59,443		4,511		912		64,866
Impairment	(38,126)		—		—		(38,126)
Balance as of December 31, 2025	$	239,895	$	21,369	$	4,483	$	265,747

Net Book Value
Balance as of January 1, 2025	$	703,780	$	28,250	$	1,975	$	734,005
Balance as of December 31, 2025	$	554,288	$	23,739	$	1,063	$	579,090


	Licenses		Tradenames		Technology		Total
Cost
Balance as of January 1, 2024	$	1,269,326	$	54,166	$	6,431	$	1,329,923
Additions from business combination	29,900		—		—		29,900
Adjustments to purchase price allocation	3,100		—		—		3,100
Impairment	(379,968)		(9,058)		(885)		(389,911)
Balance as of December 31, 2024	$	922,358	$	45,108	$	5,546	$	973,012

Accumulated Amortization
Balance as of January 1, 2024	$	225,751	$	15,001	$	3,025	$	243,777
Amortization	79,107		5,194		1,006		85,307
Impairment	(86,280)		(3,337)		(460)		(90,077)
Balance as of December 31, 2024	$	218,578	$	16,858	$	3,571	$	239,007

Net Book Value
Balance as of January 1, 2024	$	1,043,575	$	39,165	$	3,406	$	1,086,146
Balance as of December 31, 2024	$	703,780	$	28,250	$	1,975	$	734,005

INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS


5. INTANGIBLE ASSETS

Intangible assets are recorded at cost less accumulated amortization and impairment losses, if any. Intangible assets acquired in a business combination are measured at fair value as of the acquisition date. Amortization of definite life intangible assets is provided on a straight-line basis over their estimated useful lives. The estimated useful lives, residual values, and amortization methods for intangible assets are reviewed by the Company at each reporting period, and any changes in estimates are accounted for prospectively.

As of December 31, 2025 and December 31, 2024, intangible assets consisted of the following:


	Licenses		Tradenames		Technology		Total
Cost
Balance as of January 1, 2025	$	922,358	$	45,108	$	5,546	$	973,012
Purchases	800		—		—		800
Impairment	(128,975)		—		—		(128,975)
Balance as of December 31, 2025	$	794,183	$	45,108	$	5,546	$	844,837

Accumulated Amortization
Balance as of January 1, 2025	$	218,578	$	16,858	$	3,571	$	239,007
Amortization	59,443		4,511		912		64,866
Impairment	(38,126)		—		—		(38,126)
Balance as of December 31, 2025	$	239,895	$	21,369	$	4,483	$	265,747

Net Book Value
Balance as of January 1, 2025	$	703,780	$	28,250	$	1,975	$	734,005
Balance as of December 31, 2025	$	554,288	$	23,739	$	1,063	$	579,090


	Licenses		Tradenames		Technology		Total
Cost
Balance as of January 1, 2024	$	1,269,326	$	54,166	$	6,431	$	1,329,923
Additions from business combination	29,900		—		—		29,900
Adjustments to purchase price allocation	3,100		—		—		3,100
Impairment	(379,968)		(9,058)		(885)		(389,911)
Balance as of December 31, 2024	$	922,358	$	45,108	$	5,546	$	973,012

Accumulated Amortization
Balance as of January 1, 2024	$	225,751	$	15,001	$	3,025	$	243,777
Amortization	79,107		5,194		1,006		85,307
Impairment	(86,280)		(3,337)		(460)		(90,077)
Balance as of December 31, 2024	$	218,578	$	16,858	$	3,571	$	239,007

Net Book Value
Balance as of January 1, 2024	$	1,043,575	$	39,165	$	3,406	$	1,086,146
Balance as of December 31, 2024	$	703,780	$	28,250	$	1,975	$	734,005


5. INTANGIBLE ASSETS (Continued)

The Company recorded amortization expense for the years ended December 31, 2025, 2024 and 2023 of $64,866, $85,307, and $91,457, respectively.

Amortization periods of assets with finite lives are based on management’s estimates at the date of acquisition. On an annual basis, the Company reviews the estimated useful lives, residual values and amortization methods used for each identifiable intangible asset acquired.

During the 2024 annual review, management determined that (i) certain Pennsylvania retail licenses were impaired (ii) Arizona cultivation (wholesale) and Maryland retail tradenames were impaired and (iii) Arizona cultivation (wholesale) technology was impaired. The Company recorded intangible asset impairment charges of $293,688 related to the Pennsylvania retail licenses, $5,687 related to the Arizona cultivation (wholesale) tradenames, $34 related to the Maryland retail tradenames and $425 related to the Arizona cultivation (wholesale) technology, on the remaining net book value during the year ended December 31, 2024.

During the 2023 annual review, management determined that the Massachusetts cultivation (wholesale) license was impaired. The Company recorded an intangible asset impairment charge of $5,113 on the remaining net book value during the year ended December 31, 2023.

The following table outlines the estimated annual amortization expense related to intangible assets as of December 31, 2025:


Year Ending December 31:	Estimated Amortization
2026	$	57,907
2027	57,875
2028	57,862
2029	57,859
2030	57,859
Thereafter	289,728
Total	$	579,090

SHARE CAPITAL - Narrative (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2025 USD ($) class vote $ / shares shares	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2025 $ / shares	Nov. 03, 2025 $ / shares
Class of Stock [Line Items]
Common stock, par value per share (in dollars per share) \| $ / shares	$ 0.001				$ 0.001
Common stock, exchange ratio					1
Common stock, shares, outstanding (in shares)	363,245,512
Common stock, shares, issued (in shares)	363,245,512
Preferred stock, shares issued (in shares)	0
Preferred stock, shares outstanding (in shares)	0
Number of classes of share capital \| class	2
Common stock, votes per share \| vote	1
Common stock, shares authorized (in shares)	5,000,000,000
Preferred stock, shares authorized (in shares)	1,000,000,000
Percentage of outstanding stock maximum	10.00%
Vested and exercisable (in shares)	23,588
Number of securities called per option (in shares)	1
Vested and exercisable (in dollars per share) \| $ / shares				$ 29.96
Vested and exercisable, weighted average remaining contractual term	5 years 2 months 1 day
Options, expirations in period (in shares)	8,171
Options cancelled in period (in shares)	0
Options forfeited in period (in shares)	0
Options granted in period (in shares)	0
Total Stock Based Compensation Expense \| $	$ 11,506	$ 16,946	$ 13,230
Share-based payment arrangement, nonvested award, cost not yet recognized, amount \| $	4,193
Cost of Sales
Class of Stock [Line Items]
Total Stock Based Compensation Expense \| $	1,731	2,130	2,669
Selling, General and Administrative Expenses
Class of Stock [Line Items]
Total Stock Based Compensation Expense \| $	$ 9,775	14,816	10,561
Stock Options
Class of Stock [Line Items]
Award expiration period	10 years
Total Stock Based Compensation Expense \| $	$ 0	0	255
Restricted Stock Units
Class of Stock [Line Items]
Total Stock Based Compensation Expense \| $	$ 11,506	$ 16,946	$ 12,975
Minimum \| Stock Options
Class of Stock [Line Items]
Award vesting period	12 months
Minimum \| Restricted Stock Units
Class of Stock [Line Items]
Award vesting period	12 months
Maximum \| Stock Options
Class of Stock [Line Items]
Award vesting period	36 months
Maximum \| Restricted Stock Units
Class of Stock [Line Items]
Award vesting period	36 months

CONSOLIDATION (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Variable Interest Entity [Line Items]
Current Assets	$ 404,651	$ 362,653
Current Liabilities	140,261	203,112
Non-Current Liabilities	898,954	840,169
Equity attributable to Verano Holdings Corp.	704,156	952,174
Non-Controlling Interest	(1,777)	(1,355)
Variable Interest Entity, Primary Beneficiary
Variable Interest Entity [Line Items]
Current Assets	7,235	6,736
Non-Current Assets	29,803	26,555
Current Liabilities	41,301	31,492
Non-Current Liabilities	6,538	5,903
Equity attributable to Verano Holdings Corp.	(9,024)	(1,844)
Non-Controlling Interest	$ (1,777)	$ (2,260)

- Definition

Amount of asset recognized for present right to economic benefit, classified as current.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (bb)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481203/810-10-50-3

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 25
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481231/810-10-45-25

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Amount of equity (deficit) attributable to noncontrolling interest. Excludes temporary equity.

+ References

+ Details

- Definition

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

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+ Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

RELATED PARTY TRANSACTIONS (Details) - USD ($)	12 Months Ended
RELATED PARTY TRANSACTIONS (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024	Oct. 27, 2022
Related Party \| Sweed \| Payments For Software Systems
Related Party Transaction [Line Items]
Related party transaction, amounts of transaction	$ 3,395,000	$ 1,382,000
Related Party \| Property in Aurora, Illinois \| Chief Executive Officer
Related Party Transaction [Line Items]
Ownership percentage	50.00%
Related Party \| Property in Lombard, Illinois \| Chief Executive Officer
Related Party Transaction [Line Items]
Ownership percentage	50.00%
Related Party \| Sweed \| GP Management Group, LLC
Related Party Transaction [Line Items]
Ownership percentage	1.00%
Related Party \| Property in Aurora, Illinois
Related Party Transaction [Line Items]
Operating lease, payments	$ 184,000	184,000
Related Party \| Property in Lombard, Illinois
Related Party Transaction [Line Items]
Operating lease, payments	$ 371,000	$ 366,000
Secured Debt \| Credit Agreement 2022 \| Credit Facility
Related Party Transaction [Line Items]
Debt instrument, face amount			$ 350,000,000
Secured Debt \| Credit Agreement 2022 \| Credit Facility \| Chief Executive Officer
Related Party Transaction [Line Items]
Debt instrument, face amount			$ 1,000,000

INTANGIBLE ASSETS - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets, Gross [Abstract]
Beginning balance	$ 973,012	$ 1,329,923
Additions from business combination / Purchases	800	29,900
Adjustments to purchase price allocation		3,100
Impairment	(128,975)	(389,911)
Ending balance	844,837	973,012	$ 1,329,923
Accumulated Amortization
Beginning balance	239,007	243,777
Amortization	64,866	85,307	91,457
Impairment	(38,126)	(90,077)
Ending balance	265,747	239,007	243,777
Finite-Lived Intangible Assets, Net [Abstract]
Carrying value of intangible asset	579,090	734,005	1,086,146
Licenses
Finite-Lived Intangible Assets, Gross [Abstract]
Beginning balance	922,358	1,269,326
Additions from business combination / Purchases	800	29,900
Adjustments to purchase price allocation		3,100
Impairment	(128,975)	(379,968)
Ending balance	794,183	922,358	1,269,326
Accumulated Amortization
Beginning balance	218,578	225,751
Amortization	59,443	79,107
Impairment	(38,126)	(86,280)
Ending balance	239,895	218,578	225,751
Finite-Lived Intangible Assets, Net [Abstract]
Carrying value of intangible asset	554,288	703,780	1,043,575
Tradenames
Finite-Lived Intangible Assets, Gross [Abstract]
Beginning balance	45,108	54,166
Additions from business combination / Purchases	0	0
Adjustments to purchase price allocation		0
Impairment	0	(9,058)
Ending balance	45,108	45,108	54,166
Accumulated Amortization
Beginning balance	16,858	15,001
Amortization	4,511	5,194
Impairment	0	(3,337)
Ending balance	21,369	16,858	15,001
Finite-Lived Intangible Assets, Net [Abstract]
Carrying value of intangible asset	23,739	28,250	39,165
Technology
Finite-Lived Intangible Assets, Gross [Abstract]
Beginning balance	5,546	6,431
Additions from business combination / Purchases	0	0
Adjustments to purchase price allocation		0
Impairment	0	(885)
Ending balance	5,546	5,546	6,431
Accumulated Amortization
Beginning balance	3,571	3,025
Amortization	912	1,006
Impairment	0	(460)
Ending balance	4,483	3,571	3,025
Finite-Lived Intangible Assets, Net [Abstract]
Carrying value of intangible asset	$ 1,063	$ 1,975	$ 3,406

SHARE CAPITAL - Schedule of Share-Based Payment Arrangement, Expensed and Capitalized, Amount (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total Stock Based Compensation Expense	$ 11,506	$ 16,946	$ 13,230
Stock Options
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total Stock Based Compensation Expense	0	0	255
Restricted Stock Units
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total Stock Based Compensation Expense	$ 11,506	$ 16,946	$ 12,975

INTANGIBLE ASSETS - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
2026	$ 57,907
2027	57,875
2028	57,862
2029	57,859
2030	57,859
Thereafter	289,728
Total	$ 579,090	$ 734,005	$ 1,086,146

GOODWILL - Narrative (Details) $ in Thousands	12 Months Ended
GOODWILL - Narrative (Details) $ in Thousands	Dec. 31, 2025 USD ($) segment	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)
Goodwill [Line Items]
Number of reportable segments \| segment	2
Adjustments to purchase price allocation	$ 1,370	$ 2,227
Acquisitions	0	20,891
Goodwill, impairment loss	86,591	8,179	$ 37,931
Connecticut Wholesale
Goodwill [Line Items]
Goodwill, impairment loss	40,827
Illinois Retail
Goodwill [Line Items]
Goodwill, impairment loss	35,649
Connecticut Retail
Goodwill [Line Items]
Goodwill, impairment loss	8,377
Arizona Retail
Goodwill [Line Items]
Goodwill, impairment loss	1,738
Cultivation
Goodwill [Line Items]
Adjustments to purchase price allocation	293	2,648
Acquisitions	0	4,810
Goodwill, impairment loss	40,827	8,179
Retail
Goodwill [Line Items]
Adjustments to purchase price allocation	1,077	(421)
Acquisitions	0	16,081
Goodwill, impairment loss	$ 45,764	$ 0

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2025
Audit Information [Abstract]
Auditor Firm ID	324
Auditor Name	Macias Gini & O’Connell LLP
Auditor Location	Irvine, California

EARNINGS (LOSSES) PER SHARE - Narrative (Details) - shares	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount (in shares)		1,215,720
Restricted Stock Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	2,807,468

INCOME TAXES - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Amount
Income/(Loss) before Income Taxes	$ (166,230)	$ (299,915)	$ 27,798
Expense/(Recovery) based on Statutory Rate	(34,908)	(62,982)	5,838
State and Local Income Taxes	3,723	(10,871)	15,248
Prior Year True Ups		(6,209)	5,646
State Rate Change on Deferreds	(1,392)
Changes in Valuation Allowances	(695)
Other Permanent Differences	2,434	265	225
Uncertain Tax Position, including penalties and interest	113,291	108,104	0
Permanent Impacts of Impairments	15,552	2,677	9,345
Nondeductible 280E		0	79,731
Penalties and Interest	134	9,233	29,581
Income from Investments	451
Non-controlling Interests		1,997	1,326
State Rate Change on Deferred Taxes		(270)	(1,066)
Acquisition Purchase Price Remeasurement		0	(728)
Income Tax Expense	$ 91,678	$ 41,944	$ 145,146
Percent
Expense/(Recovery) based on Statutory Rate	21.00%	21.00%	21.00%
State and Local Income Taxes	(2.20%)
State Rate Change on Deferreds	0.80%
Changes in Valuation Allowances	0.40%
Uncertain Tax Positions, including penalties and interest	(68.10%)
Permanent Impacts of Impairments	(9.40%)
Penalties and Interest	(0.10%)
Income from Investments	(0.30%)
Other Permanent Differences	(1.50%)
Income Tax Expense	(55.20%)
UNITED STATES
Amount
Prior Year True Ups	$ (287)
Percent
Prior Year True Up	0.20%
State and Local Jurisdiction
Amount
Prior Year True Ups	$ (6,625)
Percent
Prior Year True Up	4.00%

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2025	Dec. 31, 2024
Common stock, par value per share (in dollars per share)	$ 0.001
Common stock, shares authorized (in shares)	5,000,000,000
Common stock, shares, issued (in shares)	363,245,512
Common stock, shares, outstanding (in shares)	363,245,512
Preferred stock, par value per share (in dollars per share)	$ 0.001
Preferred stock, shares authorized (in shares)	1,000,000,000
Preferred stock, shares issued (in shares)	0
Preferred stock, shares outstanding (in shares)	0
Common Stock, BC Jurisdiction
Common stock, shares, issued (in shares)		358,747,290
Common stock, shares, outstanding (in shares)		358,747,290
Common Stock, NV Jurisdiction
Common stock, par value per share (in dollars per share)	$ 0.001
Common stock, shares authorized (in shares)	5,000,000,000
Common stock, shares, issued (in shares)	363,245,512
Common stock, shares, outstanding (in shares)	363,245,512

TRANSACTIONS

12 Months Ended

Dec. 31, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

TRANSACTIONS


8. TRANSACTIONS

The Company has determined that the acquisitions described below are business combinations under ASC Topic 805, Business Combinations. Acquisitions that are determined to be the acquisition of a business are accounted for by applying the acquisition method, whereby the assets acquired, and the liabilities assumed are recorded at their fair values at the date of acquisition with any excess of the aggregate consideration over the fair values of the identifiable net assets allocated to goodwill. Operating results for the companies acquired have been included in these Consolidated Financial Statements from the date of the acquisition. Any goodwill recognized is attributed based on reporting units.

Business Combinations

203 Organix L.L.C. & Salubrious Wellness Clinic, Inc.

On July 29, 2024, the Company entered into two equity purchase agreements with (a) The Cannabist Company Holdings Inc. (“Cannabist”), CC VA Holdco LLC, Columbia Care – Arizona, Tempe, L.L.C., Thomas Allison and Salubrious Wellness Clinic, Inc. (“SWC”), pursuant to which the Company acquired all of the issued and outstanding equity interests of SWC, and (b) Cannabist, CC VA Holdco LLC, Columbia Care-Arizona, Prescott, L.L.C. and 203 Organix, LLC (“203” and together with SWC, “Cannabist AZ”), pursuant to which the Company acquired all of the issued and outstanding equity interests of 203. The Company added an active cultivation and production facility and increased the Company's retail footprint in Arizona. The transactions closed on August 16, 2024. Pursuant to the equity purchase agreement, the Company paid total cash consideration of $12,891.

The Company's Consolidated Statements of Operations includes net revenue of $5,959 and net loss of $2,217 related to the acquired operations of Cannabist AZ for the year ended December 31, 2024. Cannabist AZ is reported in both the retail and cultivation (wholesale) reportable segments.

Columbia Care Eastern Virginia LLC

On July 29, 2024, the Company entered into an equity purchase agreement with Cannabist, Columbia Care Eastern Virginia LLC (“CC East Virginia”), and the members of CC East Virginia party thereto (the “Virginia EPA”), pursuant to which the Company acquired all of the issued and outstanding equity interests of CC East Virginia. CC East Virginia is the sole vertical cannabis operator in HSA 5 in Eastern Virginia. The transaction closed on August 21, 2024. Pursuant to the Virginia EPA, the Company paid $24,122 in cash consideration and equity consideration of 10,416,041 Subordinate Voting Shares with an estimated fair value of $34,453, all of which was distributed on the closing date of the transaction. All Subordinate Voting Shares were exchanged for shares of Common Stock on a one-for-one basis in connection with the Continuance. In addition, on the closing date of the transaction, the Company issued a $26,700 promissory note, which was subsequently amended on May 27, 2025 to $27,852 in connection with a purchase price adjustment (the “CC East Virginia Promissory Note”). The CC East Virginia Promissory Note had an estimated fair value of $26,068 and bears interest at a rate of 7% per annum and matures on the two-year anniversary of the transaction closing date. On May 27, 2025, the Company entered into a waiver and partial payoff agreement related to a portion of the CC East Virginia Promissory Note. During the year ended December 31, 2025, the Company partially extinguished the CC East Virginia Promissory Note.

The Company's Consolidated Statements of Operations includes net revenue of $17,565 and net income of $3,538 related to the acquired operations of CC East Virginia for the year ended December 31, 2024. CC East Virginia is reported in both the Retail and Cultivation segments.


8. TRANSACTIONS (Continued)

For the acquisitions of CC East Virginia and Cannabist AZ, the purchase price allocation is complete.

For the acquisitions of CC East Virginia and Cannabist AZ, the major classes of assets and liabilities to which we have allocated the purchase price were as follows:


	CC East Virginia		Cannabist AZ
Cash and Cash Equivalents	$	1,150	$	348
Accounts Receivable	535		252
Inventory	11,615		5,087
Prepaid Expenses and Other Current Assets	310		313
Property, Plant and Equipment	20,798		5,509
Right-of-Use Assets	3,323		2,212
Deposits and Other Assets	791		224
Intangible Assets	29,300		3,700
Goodwill	22,750		1,738
Accounts Payable and Accrued Liabilities	(2,461)		(3,789)
Income Tax Payable	—		(280)
Current Portion of Lease Liabilities	(470)		(208)
Lease Liabilities, net of Current Portion	(2,894)		(1,761)
Deferred Income Taxes	—		(399)
Other Long-Term Liabilities	(104)		(55)
Purchase Price	$	84,643	$	12,891

Goodwill was assigned to both the retail and cultivation (wholesale) segments. The goodwill was primarily attributed to increased synergies that are expected to be achieved from the integration of CC East Virginia and Cannabist AZ. Substantially all of the goodwill is expected to be non-deductible for income tax purposes.


8. TRANSACTIONS (Continued)

The following tables represent the supplemental consolidated financial results on an unaudited pro forma basis, as if the Cannabist AZ acquisition had been consummated on January 1, 2023:


	Years Ended December 31,
	2024		2023
Revenues	$	890,429	$	953,235
Net Loss	$	(341,553)	$	(117,896)

The following tables represent the supplemental consolidated financial results on an unaudited pro forma basis, as if the CC East Virginia acquisition had been consummated on January 1, 2023:


	Years Ended December 31,
	2024		2023
Revenues	$	906,128	$	965,300
Net Loss	$	(336,259)	$	(118,705)

These pro forma results were based on estimates and assumptions, which we believe are reasonable. They are not the results that would have been realized had we been a combined company during the periods presented and are not necessarily indicative of our consolidated results of operations in future periods. The pro forma results include adjustments related to purchase accounting, primarily amortization of intangible assets. Acquisition costs and other nonrecurring charges were immaterial and are included in the earliest period presented.

Dispositions

Noah's Ark, LLC

On January 13, 2025, Verano terminated certain of its contracts with Noah's Ark, LLC, an Arkansas limited liability company, and its members. In addition, the Company's subsidiary, Verano El Dorado, LLC, an Arkansas limited liability company, sold real property located in El Dorado, Arkansas. As a result of such transactions, Verano no longer has any commercial agreements or affiliated operational activity related to Arkansas.

The disposition resulted in a gain of $4,739 for the year ended December 31, 2025 which is classified as a component of Other Income (Expense) in the Consolidated Statements of Operations.

Other Acquisition Consideration Payable Adjustments

On December 28, 2023, the Company became contractually obligated, upon the completion of certain conditions precedent, to issue $1,250 worth of Subordinate Voting Shares, as consideration for the acquisition of certain assets from Ivy Hall Mount Holly, LLC. During 2024, 297,225 Subordinate Voting Shares were issued as a portion of such consideration, representing a value of $625. During the year ended December 31, 2025, the Company made total cash payments in the amount of $708 and issued 297,225 Subordinate Voting Shares, representing a value of $625. All Subordinate Voting Shares were exchanged for shares of Common Stock on a one-for-one basis in connection with the Continuance. The Company expects to make additional cash consideration payments of $292, as the final portion of such consideration.

INCOME TAXES - Schedule of Uncertain Tax Liabilities Roll Forward (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Uncertain Tax Liabilities [Roll Forward]
Beginning balance	$ 270,579	$ 2,973
Increases related to tax positions in a prior period	22,759	159,692
Decreases related to tax positions in a prior period	(39,253)	(1,300)
Increases related to tax positions in the current period	86,962	77,260
Interest and penalties recorded in income tax expense	37,214	31,954
Decreases related to tax positions in the current period	0	0
Ending balance	$ 378,261	$ 270,579

SEGMENTS - Narrative (Details)	12 Months Ended
SEGMENTS - Narrative (Details)	Dec. 31, 2025 segment
Segment Reporting [Abstract]
Number of reportable segments	2

GOODWILL

12 Months Ended

Dec. 31, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL


6. GOODWILL

The Company’s assets are aggregated into two reportable segments: Cultivation (Wholesale) and Retail.

The changes in the carrying amount of goodwill, by reportable segment, for the years ended December 31, 2025 and 2024 were as follows:


	January 1, 2025		Impairment		Adjustments to purchase price allocation		Acquisitions		December 31, 2025
Cultivation	$	48,597	$	(40,827)	$	293	$	—	$	8,063
Retail	197,633		(45,764)		1,077		—		152,946
	$	246,230	$	(86,591)	$	1,370	$	—	$	161,009


	January 1, 2024		Impairment		Adjustments to purchase price allocation		Acquisitions		December 31, 2024
Cultivation	$	49,318	$	(8,179)	$	2,648	$	4,810	$	48,597
Retail	181,973		—		(421)		16,081		197,633
	$	231,291	$	(8,179)	$	2,227	$	20,891	$	246,230

During the year ended December 31, 2025 the Company recorded measurement period adjustments in connection with the Company’s acquisition activity related to 203 Organix L.L.C., Salubrious Wellness Clinic, Inc. and Columbia Care Eastern Virginia LLC (collectively the “2024 Business Combinations”). The net impact led to an increase in goodwill related to the cultivation (wholesale) reportable segment of $293 and an increase in goodwill related to the retail reportable segment of $1,077 for changes to prepaid expenses, deposits, other assets and note payable liabilities.

As part of the Company’s acquisition activity related to the 2024 Business Combinations, the Company recorded goodwill to the cultivation (wholesale) reportable segment of $4,810 and recorded goodwill to the retail reportable segment of $16,081 during the year ended December 31, 2024. Refer to Note 8 - Transactions for further discussion regarding the 2024 Business Combinations.

During the year ended December 31, 2024 the Company recorded measurement period adjustments in connection with the 2024 Business Combinations. The net impact led to an increase in goodwill related to the cultivation (wholesale) reportable segment of $2,648 and a decrease in goodwill related to the retail reportable segment of $421, for changes to inventory, fixed assets, intangible assets, other assets and deferred tax liabilities.

Impairments

- Definition

The entire disclosure for goodwill.

+ References + Details

LOYALTY OBLIGATIONS

12 Months Ended

Dec. 31, 2025

Revenue from Contract with Customer [Abstract]

LOYALTY OBLIGATIONS


15. LOYALTY OBLIGATIONS

The Company has customer loyalty programs where retail customers accumulate points for each dollar of spending, net of tax. These points are recorded as a contractual liability until customers redeem their points for discounts on eligible products as part of an in-store sales transaction. In addition, the Company records a performance obligation as a reduction of revenue based on the estimated probability of point obligation incurred.

The Company’s loyalty programs have a calculated standalone selling price that ranges between $0.031 and $0.061 per loyalty point. Upon redemption, the loyalty programs’ obligation is relieved, and the offset is recorded as revenue. The Company estimates that up to 20% of points will not be redeemed (breakage) prior to their six month expiration dates. The Company continues to evaluate breakage and redemption values to determine the standalone selling price.

As of December 31, 2025, there were approximately 228 million1 points outstanding with an approximate value of $7,513. As of December 31, 2024, there were approximately 150 million1 points outstanding, with an approximate value of $7,449. Such balances are included in Accrued Liabilities on the Company’s Consolidated Balance Sheets.


1Such amount not in Thousands

TRANSACTIONS - Business Acquisition, Pro Forma Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Cannabist AZ
Business Combination [Line Items]
Revenues	$ 890,429	$ 953,235
Net Loss	(341,553)	(117,896)
CC East Virginia
Business Combination [Line Items]
Revenues	906,128	965,300
Net Loss	$ (336,259)	$ (118,705)

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

DEBT (Tables)

12 Months Ended

Dec. 31, 2025

Debt Disclosure [Abstract]

Schedule of Long-Term Debt Instruments

As of December 31, 2025 and December 31, 2024, debt consisted of the following:


	As of December 31,
	2025		2024
Credit Facility	$	240,550	$	294,750
Revolver	50,000		—
Promissory Notes	1,858		22,455
Mortgage Loans	114,099		107,306
Vehicle and Equipment Loans	264		596
Unamortized Debt Issuance Costs	(7,036)		(11,258)

Total Debt	$	399,735	$	413,849

Less: Current Portion of Debt	7,852		18,153

Total Long-Term Debt, net	$	391,883	$	395,696

Schedule of Maturities of Long-Term Debt

Stated maturities of debt obligations are as follows:


	Principal Payments		Unamortized Debt Issuance Costs		Total Debt Payable
2026	$	12,528	$	4,676	$	7,852
2027	17,599		1,165		16,434
2028	131,755		933		130,822
2029	211,741		100		211,641
2030	11,375		23		11,352
Thereafter	21,773		139		21,634

Total	$	406,771	$	7,036	$	399,735

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

+ Details

INTANGIBLE ASSETS (Tables)

12 Months Ended

Dec. 31, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

Amortization periods by class of intangible assets with finite lives were as follows as of December 31, 2025:


Licenses			9-15 years
Tradenames			5-10 years
Technology			5-10 years

As of December 31, 2025 and December 31, 2024, intangible assets consisted of the following:


	Licenses		Tradenames		Technology		Total
Cost
Balance as of January 1, 2025	$	922,358	$	45,108	$	5,546	$	973,012
Purchases	800		—		—		800
Impairment	(128,975)		—		—		(128,975)
Balance as of December 31, 2025	$	794,183	$	45,108	$	5,546	$	844,837

Accumulated Amortization
Balance as of January 1, 2025	$	218,578	$	16,858	$	3,571	$	239,007
Amortization	59,443		4,511		912		64,866
Impairment	(38,126)		—		—		(38,126)
Balance as of December 31, 2025	$	239,895	$	21,369	$	4,483	$	265,747

Net Book Value
Balance as of January 1, 2025	$	703,780	$	28,250	$	1,975	$	734,005
Balance as of December 31, 2025	$	554,288	$	23,739	$	1,063	$	579,090


	Licenses		Tradenames		Technology		Total
Cost
Balance as of January 1, 2024	$	1,269,326	$	54,166	$	6,431	$	1,329,923
Additions from business combination	29,900		—		—		29,900
Adjustments to purchase price allocation	3,100		—		—		3,100
Impairment	(379,968)		(9,058)		(885)		(389,911)
Balance as of December 31, 2024	$	922,358	$	45,108	$	5,546	$	973,012

Accumulated Amortization
Balance as of January 1, 2024	$	225,751	$	15,001	$	3,025	$	243,777
Amortization	79,107		5,194		1,006		85,307
Impairment	(86,280)		(3,337)		(460)		(90,077)
Balance as of December 31, 2024	$	218,578	$	16,858	$	3,571	$	239,007

Net Book Value
Balance as of January 1, 2024	$	1,043,575	$	39,165	$	3,406	$	1,086,146
Balance as of December 31, 2024	$	703,780	$	28,250	$	1,975	$	734,005

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

The following table outlines the estimated annual amortization expense related to intangible assets as of December 31, 2025:


Year Ending December 31:	Estimated Amortization
2026	$	57,907
2027	57,875
2028	57,862
2029	57,859
2030	57,859
Thereafter	289,728
Total	$	579,090

LEASES - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
LEASES - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Lessee, Lease, Description [Line Items]
Operating lease expense	$ 22,820	$ 20,754	$ 18,451
Cost of Sales
Lessee, Lease, Description [Line Items]
Operating lease expense	$ 1,244	$ 771	$ 704

TRANSACTIONS - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024	Aug. 21, 2024	Aug. 16, 2024	Dec. 31, 2023
Business Combination [Line Items]
Goodwill	$ 161,009	$ 246,230			$ 231,291
CC East Virginia
Business Combination [Line Items]
Cash and Cash Equivalents			$ 1,150
Accounts Receivable			535
Inventory			11,615
Prepaid Expenses and Other Current Assets			310
Property, Plant and Equipment			20,798
Right-of-Use Assets			3,323
Deposits and Other Assets			791
Intangible Assets			29,300
Goodwill			22,750
Accounts Payable and Accrued Liabilities			(2,461)
Income Tax Payable			0
Current Portion of Lease Liabilities			(470)
Lease Liabilities, net of Current Portion			(2,894)
Deferred Income Taxes			0
Other Long-Term Liabilities			(104)
Purchase Price			$ 84,643
Cannabist AZ
Business Combination [Line Items]
Cash and Cash Equivalents				$ 348
Accounts Receivable				252
Inventory				5,087
Prepaid Expenses and Other Current Assets				313
Property, Plant and Equipment				5,509
Right-of-Use Assets				2,212
Deposits and Other Assets				224
Intangible Assets				3,700
Goodwill				1,738
Accounts Payable and Accrued Liabilities				(3,789)
Income Tax Payable				(280)
Current Portion of Lease Liabilities				(208)
Lease Liabilities, net of Current Portion				(1,761)
Deferred Income Taxes				(399)
Other Long-Term Liabilities				(55)
Purchase Price				$ 12,891

SEGMENTS - Schedule of Segment Reporting Information, by Segment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Segment Reporting Information [Line Items]
Revenues, net of Discounts	$ 821,504	$ 878,585	$ 938,452
Cost of Goods Sold, net	(408,007)	(434,654)	(463,246)
Other Segment Items	(184,303)	(179,477)	(170,335)
Adjusted EBITDA	229,194	264,454	304,871
Acquisition Adjustments and Other Income (Expense), net	(9,653)	(11,160)	(9,123)
Acquisition, Transaction and Other Non-operating Costs	(13,253)	(14,141)	(2,177)
Employee Stock Compensation	(11,506)	(16,946)	(13,230)
Interest Expense, net	(53,589)	(54,759)	(59,793)
Depreciation and Amortization	(124,155)	(139,664)	(141,133)
Impairment	(183,268)	(327,699)	(51,617)
Income (Loss) Before Provision for Income Taxes and Non-Controlling Interest	(166,230)	(299,915)	27,798
All Other
Segment Reporting Information [Line Items]
Revenues, net of Discounts	(169,546)	(147,143)	(151,872)
Cost of Goods Sold, net	164,509	142,858	136,808
Other Segment Items	(121,530)	(112,364)	(101,391)
Adjusted EBITDA	(126,567)	(116,649)	(116,455)
Retail \| Operating Segments
Segment Reporting Information [Line Items]
Revenues, net of Discounts	672,661	672,252	741,334
Cost of Goods Sold, net	(373,789)	(376,534)	(401,507)
Other Segment Items	(109,990)	(112,648)	(106,414)
Adjusted EBITDA	188,882	183,070	233,413
Wholesale \| Operating Segments
Segment Reporting Information [Line Items]
Revenues, net of Discounts	318,389	353,476	348,990
Cost of Goods Sold, net	(198,727)	(200,978)	(198,547)
Other Segment Items	47,217	45,535	37,470
Adjusted EBITDA	$ 166,879	$ 198,033	$ 187,913

PROPERTY, PLANT AND EQUIPMENT

12 Months Ended

Dec. 31, 2025

Property, Plant and Equipment [Abstract]

PROPERTY, PLANT AND EQUIPMENT


4. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment and related accumulated depreciation consists of the following at December 31, 2025 and December 31, 2024:


	As of December 31,
	2025		2024
Land	$	26,057	$	29,032
Buildings and Improvements	162,898		173,432
Furniture and Fixtures	21,516		21,326
Computer Equipment and Software	29,294		28,525
Leasehold Improvements	282,719		268,836
Tools and Equipment	99,635		98,133
Vehicles	4,391		4,341
Assets Under Construction (1)	100,173		96,981

Total Property, Plant and Equipment, Gross	726,683		720,606
Less: Accumulated Depreciation	(234,210)		(182,642)

Property, Plant and Equipment, Net	$	492,473	$	537,964

(1)Assets under construction represent construction in progress related to facilities not yet completed or otherwise not placed in service.

A reconciliation of the beginning and ending balances of property, plant and equipment is as follows:


	Property, Plant and Equipment, Gross		Accumulated Depreciation		Property, Plant and Equipment, Net
Balance as of January 1, 2024	$	636,433	$	(135,129)	$	501,304
Additions	118,364		—		118,364
Property, plant and equipment from business combination	26,308		—		26,308
Disposals and other	(47,746)		4,571		(43,175)
Impairment	(12,753)		2,227		(10,526)
Depreciation	—		(54,311)		(54,311)
Balance as of December 31, 2024	$	720,606	$	(182,642)	$	537,964
Additions	29,185		—		29,185
Disposals and other	(22,338)		7,283		(15,055)
Impairment	(770)		342		(428)
Depreciation	—		(59,193)		(59,193)
Balance as of December 31, 2025	$	726,683	$	(234,210)	$	492,473

For the years ended December 31, 2025 and December 31, 2024, depreciation expense included in costs of goods sold totaled $39,399 and $36,869, respectively. For the years ended December 31, 2025 and December 31, 2024, depreciation expense included in selling, general, and administrative expense totaled $19,794 and 17,442, respectively. During the year ended December 31, 2025, the Company recorded a fixed asset impairment charge of $428 associated with a Massachusetts cultivation facility. During the year ended December 31, 2024, the Company recorded a fixed asset impairment charge of $10,526 associated with an Arizona cultivation facility.

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
CASH FLOW FROM OPERATING ACTIVITIES
Net loss attributable to Verano Holdings Corp. and Subsidiaries	$ (257,908)	$ (341,859)	$ (117,348)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	124,155	139,664	141,133
Right-of-use assets amortization	11,994	11,199	10,493
Loss on disposal of property, plant and equipment	1,950	1,095	1,123
Gain on deconsolidation	(4,739)	0	0
(Gain) Loss on debt extinguishment	(1,938)	3,068	663
Loss on impairment of intangibles - goodwill	86,591	8,179	37,931
Loss on Impairment of Intangibles, Fixed Assets & Held For Sale Assets	96,677	319,520	13,686
Loss on impairment of investment in associates	0	0	6,571
Decrease in fair value of contingent consideration	0	0	(3,466)
Stock-based compensation	11,506	16,946	13,230
Other, net	18,755	15,671	5,888
Changes in assets and liabilities:
Accounts receivable, net	5,355	(2,746)	(22,675)
Inventory	(46,763)	(15,890)	23,887
Income tax receivable	(6,842)	5,144	0
Accounts payable	5,374	(4,182)	(8,881)
Income tax payable	(51,784)	(195,133)	(4,431)
Uncertain tax positions	107,682	267,606	0
Deferred income taxes	(37,456)	(108,514)	(14,258)
Other assets, net	(4,276)	9,379	7,120
Other liabilities, net	(5,478)	(16,952)	19,044
NET CASH PROVIDED BY OPERATING ACTIVITIES	52,855	112,195	109,710
CASH FLOW FROM INVESTING ACTIVITIES
Acquisition of business, net of cash acquired	0	(35,875)	0
Purchases of property, plant and equipment	(41,226)	(99,048)	(36,330)
Proceeds from disposal of assets	354	64	2,180
Proceeds from deconsolidation	9,071	0	0
Other investing activities	(800)	1,608	0
NET CASH USED IN INVESTING ACTIVITIES	(32,601)	(133,251)	(34,150)
CASH FLOW FROM FINANCING ACTIVITIES
Payment of deferred acquisition price payable	(708)	(32)	(13,250)
Proceeds from issuance of debt	62,000	0	79,088
Principal repayments of debt	(77,925)	(63,402)	(49,868)
Debt issuance costs paid	(2,665)	0	(1,616)
Payment of debt extinguishment	0	(1,000)	0
Distributions paid to non-controlling interest holders	(4,672)	0	0
Other financing activities	(1,351)	(1,492)	0
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	(25,321)	(65,926)	14,354
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(5,067)	(86,982)	89,914
Effects of exchange rate fluctuations on cash and cash equivalents	(5)	18	(5)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	87,796	174,760	84,851
CASH AND CASH EQUIVALENTS, END OF PERIOD	82,724	87,796	174,760
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid, net	48,216	52,565	59,200
Cash paid for taxes	78,188	81,535	166,634
Issuance of shares to relieve liability obligations, net	0	2,730	2,610
NONCASH INVESTING AND FINANCING ACTIVITIES
Debt extinguishment in connection with deconsolidation	1,146	0	0
Accrued capital expenditures	8,075	20,507	4,916
Issuance of debt for acquisition of business	0	25,776	0
Issuance of shares under business combinations	0	34,453	0
Acquisitions
Tangible and intangible assets acquired, net of cash	644	83,685	227
Liabilities	(2,014)	(12,422)
Liabilities			1,522
Acquisition consideration payable	0	(58,506)	11,367
Goodwill	1,370	23,118	134
Total	$ 0	$ 35,875	$ 13,250

Consolidated Statements of Changes in Stockholders’ Equity - USD ($) $ in Thousands	Total	Common Stock, NV Jurisdiction	Common Stock, BC Jurisdiction	Common Stock Common Stock, NV Jurisdiction	Common Stock Common Stock, BC Jurisdiction	Share Capital	Accumulated OCI	Accumulated Deficit	Non- Controlling Interest
Beginning balance (in shares) at Dec. 31, 2022				0	339,983,374
Beginning balance at Dec. 31, 2022	$ 1,341,550			$ 0		$ 1,665,957	$ (8)	$ (324,399)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation (in shares)					1,636,937
Stock-based compensation	13,273					13,273
Issuance of shares to relieve liability obligations, net (in shares)					828,239
Issuance of shares to relieve liability obligations, net	2,610					2,610
Foreign Currency Translation Adjustment	(5)						(5)
Contingent consideration & other adjustments to purchase accounting (in shares)					1,625,546
Net Loss	(117,348)							(117,348)
Ending balance (in shares) at Dec. 31, 2023				0	344,074,096
Ending balance at Dec. 31, 2023	1,240,080			$ 0		1,681,840	(13)	(441,747)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation (in shares)					3,312,471
Stock-based compensation	16,752					16,752
Issuance of shares in conjunction with acquisitions (in shares)					10,416,041
Issuance of shares in conjunction with acquisitions	34,453					34,453
Foreign Currency Translation Adjustment	18						18
Contingent consideration & other adjustments to purchase accounting (in shares)					944,682
Contingent consideration & other adjustments to purchase accounting	2,730					2,730
Distributions paid to non-controlling interest holders	(1,355)								(1,355)
Net Loss	(341,859)							(341,859)
Ending balance (in shares) at Dec. 31, 2024			358,747,290	0	358,747,290
Ending balance at Dec. 31, 2024	950,819			$ 0		1,735,775	5	(783,606)	(1,355)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation (in shares)				1,429,633	2,771,364
Stock-based compensation	9,895			$ 2		9,893
Subordinate Voting Shares (as converted) exchanged for Common Stock (in shares)				361,815,879	(361,815,879)
Subordinate Voting Shares (as converted) exchanged for Common Stock	0			$ 362		(362)
Foreign Currency Translation Adjustment	(5)						(5)
Contingent consideration & other adjustments to purchase accounting (in shares)					297,225
Distributions paid to non-controlling interest holders	(4,672)								(4,672)
Non-controlling interest adjustment for change in ownership	4,250								4,250
Net Loss	$ (257,908)							(257,908)
Ending balance (in shares) at Dec. 31, 2025	363,245,512	363,245,512		363,245,512	0
Ending balance at Dec. 31, 2025	$ 702,379			$ 364		$ 1,745,306	$ 0	$ (1,041,514)	$ (1,777)

INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Deferred Tax Assets
Operating Lease Liabilities	$ 5,067,000	$ 6,775,000
Loyalty Points	2,070,000	2,143,000
Stock Compensation	507,000	295,000
Basis Differences in Goodwill	7,079,000	4,068,000
Basis Differences in Property, Plant and Equipment	202,000	6,860,000
Other Accruals	2,798,000	4,714,000
Operating loss carryforwards	4,093,000	3,098,000
Total Deferred Tax Assets	21,816,000	27,953,000
Valuation Allowances	0	(695,000)
Net Deferred Tax Assets	21,816,000	27,258,000
Deferred Tax Liabilities
Operating Right of Use Assets	(4,560,000)	(6,267,000)
Intangibles	(53,899,000)	(95,090,000)
Total Deferred Tax Liabilities	(58,459,000)	(101,357,000)
Net Deferred Tax Liabilities	$ (36,643,000)	$ (74,099,000)

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Current Assets:
Cash and Cash Equivalents	$ 82,724	$ 87,796
Accounts Receivable, net	30,930	40,264
Held for Sale Assets	27,839	32,150
Inventory	229,968	184,456
Income Tax Receivable	11,986	5,144
Prepaid Expenses and Other Current Assets	21,204	12,843
Total Current Assets	404,651	362,653
Property, Plant and Equipment, net	492,473	537,964
Right-of-Use Assets, net	93,806	99,915
Intangible Assets, net	579,090	734,005
Goodwill	161,009	246,230
Deposits and Other Assets	10,565	13,333
TOTAL ASSETS	1,741,594	1,994,100
Current Liabilities:
Accounts Payable	38,737	39,927
Accrued Liabilities	69,301	68,941
Income Tax Payable	12,122	63,906
Current Portion of Lease Liabilities	11,979	11,250
Current Portion of Debt	7,852	18,153
Acquisition Consideration Payable	270	935
Total Current Liabilities	140,261	203,112
Long-Term Liabilities:
Debt, net of Current Portion	391,883	395,696
Lease Liabilities, net of Current Portion	91,086	97,884
Uncertain Tax Positions	378,261	270,579
Deferred Income Taxes	36,643	74,099
Other Long-Term Liabilities	1,081	1,911
Total Long-Term Liabilities	898,954	840,169
TOTAL LIABILITIES	1,039,215	1,043,281
STOCKHOLDERS’ EQUITY
Preferred Stock; $0.001 par value, 1,000,000,000 authorized. No Preferred Stock issued or outstanding as of December 31, 2025.	0	0
Share Capital	1,745,306	1,735,775
Accumulated OCI	0	5
Accumulated Deficit	(1,041,514)	(783,606)
TOTAL STOCKHOLDERS’ EQUITY	704,156	952,174
NON-CONTROLLING INTEREST	(1,777)	(1,355)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	1,741,594	1,994,100
Common Stock, BC Jurisdiction
STOCKHOLDERS’ EQUITY
Common stock	0	0
Common Stock, NV Jurisdiction
STOCKHOLDERS’ EQUITY
Common stock	$ 364	$ 0

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2025

Subsequent Events [Abstract]

SUBSEQUENT EVENTS


19. SUBSEQUENT EVENTS

Revolver

On January 12, 2026, the Company entered into a First Amendment to Credit Agreement and Omnibus First Amendment to Credit Documents (the “First Amendment”), to amend the Revolver.

The First Amendment increased the lending commitment of the Revolver from $75,000 to $100,000 and amended the date on which all outstanding amounts are due in full from September 29, 2028 to February 28, 2029. Additionally, the First Amendment amended the borrowing base for the Revolver to an advance rate of up to 80%, rather than 60%, of the appraised value, net of certain indebtedness, of the owned real estate serving as collateral for the Revolver. The First Amendment also includes certain other immaterial updates to the Revolver. No additional collateral was pledged to secure the Revolver and certain real estate may be released as collateral upon specified conditions, as originally provided. On March 11, 2026, the Company drew $50,000 under the Revolver, bringing the total amount drawn under the Revolver to $100,000, which was used to repay the amounts owing under the 2022 Credit Agreement.

2026 Credit Agreement

On March 11, 2026, Verano and certain of its subsidiaries and affiliates from time-to-time party thereto (collectively, the “2026 Borrowers”), entered into a Credit Agreement (the “2026 Credit Agreement”) with Needham Bank (“Needham”), as collateral agent and administrative agent for the lenders, Chicago Atlantic Financial Services, LLC, as co-administrative agent for the lenders, and the lenders from time-to-time party thereto (the “2026 Lenders”), pursuant to which the 2026 Lenders advanced the 2026 Borrowers a $195,000 senior secured term loan, all of which was used to repay the amounts owing under the 2022 Credit Agreement. In connection with such repayment, the Company paid a prepayment premium of approximately $4,345 and the 2022 Credit Agreement was terminated and is no longer in force or effect. Beginning in April 2026, Verano will be required to make scheduled amortization payments of $875 per month and the remaining principal balance is due in full on March 11, 2029; provided that the maturity date may be extended to March 11, 2030 upon the election of the Company, the payment of 1.5% of the then outstanding principal balance by the Company, and the consent of the 2026 Lenders. The 2026 Credit Agreement may be prepaid in part (in increments of $5,000 and in an amount not less than $10,000) or in full at any time, subject to a 1.5% prepayment premium during the first two years of the 2026 Credit Agreement and 0% thereafter; provided, that if the maturity date is extended to March 11, 2030, the prepayment premium will be 1.5% in all cases.

The obligations under the 2026 Credit Agreement are secured by substantially all of the assets of the 2026 Borrowers, excluding vehicles, specified parcels of real estate, other customary exclusions and subject to compliance with the terms of the 2026 Credit Agreement, entities, assets and parcels of real estate acquired after the closing of the 2026 Credit Agreement. The 2026 Credit Agreement provides for a floating annual interest rate equal to one-month Term SOFR (subject to a minimum 4% SOFR floor) plus 5.5%, which rate may be increased by 5% upon an event of default as provided in the 2026 Credit Agreement. The 2026 Credit Agreement included customary representations and warranties, covenants and customary events of default, including, without limitation, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to material indebtedness, and events of bankruptcy and insolvency.

Additionally, the 2026 Credit Agreement required the Borrowers to meet certain financial tests regarding minimum cash balances and a minimum fixed charge coverage ratio.

George Archos, the Chairman, Chief Executive Officer and President of the Company, funded, through an affiliated entity, $10,000 of the amount provided by a 2026 Lender. As a result of this participation, Mr. Archos will receive his pro rata share of all interest and principal payments made by the Company to such 2026 Lender under the 2026 Credit Agreement.

INCOME TAXES

12 Months Ended

Dec. 31, 2025

Income Tax Disclosure [Abstract]

INCOME TAXES


11. INCOME TAXES

The Company accounts for income taxes in accordance with ASC Topic 740 – Income Taxes, under which deferred tax assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between financial statement carrying values of assets and liabilities and the respective tax bases.

For the years ended December 31, 2025, 2024 and 2023, income taxes expense consisted of:


	For the Years Ended December 31,
	2025		2024		2023
Current:
Federal	$	117,832	$	130,257	$	137,375
State	11,302		20,201		22,029
Foreign	—		—		—
Total Current:	129,134		150,458		159,404
Deferred:
Federal	$	(25,614)	$	(77,171)	$	(14,366)
State	(11,842)		(31,343)		108
Foreign	—		—		—
Total Deferred	(37,456)		(108,514)		(14,258)
Total	$	91,678	$	41,944	$	145,146


	For the Year Ended December 31,
	2025
Income/(Loss) before Income Taxes	$	(166,230)
Expense/(Recovery) based on Statutory Rate(1)	(34,908)		21.0	%
State and Local Income Taxes	3,723		(2.2)	%
State Prior Year True Up	(6,625)		4.0	%
State Rate Change on Deferreds	(1,392)		0.8	%
Changes in Valuation Allowances	(695)		0.4	%
Nontaxable or Nondeductible Items
Uncertain Tax Positions, including penalties and interest	113,291		(68.1)	%
Permanent Impacts of Impairments	15,552		(9.4)	%
Penalties and Interest	134		(0.1)	%
Income from Investments	451		(0.3)	%
Other Permanent Differences	2,434		(1.5)	%
Federal Prior Year True Up	(287)		0.2	%
Income Tax Expense	$	91,678	(55.2)	%

(1) For the year ended December 31, 2025, state taxes in Florida make up the majority (greater than 50%) of the tax effect of this category.


11. INCOME TAXES (Continued)


	For the Years Ended December 31,
	2024			2023
Income/(Loss) before Income Taxes	$	(299,915)		$	27,798
Statutory Tax Rate	21		%	21		%
Expense/(Recovery) based on Statutory Rate	(62,982)			5,838
Other Permanent Differences	265			225
Impairment	2,677			9,345
Uncertain Tax Position, including penalties and interest	108,104			—
Nondeductible 280E	—			79,731
Penalties and Interest	9,233			29,581
Non-controlling Interests	1,997			1,326
State Taxes	(10,871)			15,248
Prior Year True Ups	(6,209)			5,646
State Rate Change on Deferred Taxes	(270)			(1,066)
Acquisition Purchase Price Remeasurement	—			(728)
Income Tax Expense	$	41,944		$	145,146

During the year ended December 31, 2025, the Company’s income taxes paid, net of refunds, were as follows:


	For the Year Ended December 31, 2025
U.S. Federal	$	75,308
U.S. State
Florida(1)	6,605
Illinois(1)	(4,139)
Pennsylvania(1)	(4,562)
Other	4,976
Total U.S. State	2,880
Total Income Taxes Paid, net of Refunds	$	78,188

(1)Income taxes paid, net of refunds exceeds 5% of total income taxes paid, net of refunds, in this jurisdiction.

The Company paid income taxes during the years ended December 31, 2024 and 2023 of $81,535, and $166,634, respectively.


11. INCOME TAXES (Continued)

We classify penalties and interest on income taxes as a component of the provision for income taxes. During the year ended December 31, 2025, the Company recorded $134 in penalties and interest related to outstanding income tax liabilities. The Company files income tax returns in the U.S. and in various U.S. state jurisdictions which have varying statutes of limitations. The U.S. federal and state returns remain open for the 2020 tax year to the present. Subject to certain exceptions, as of December 31, 2025, the Company is no longer subject to examination by the IRS for years before 2020. The Company is currently under audit with the IRS for tax years 2021 and 2022.

The IRS has taken the position that cannabis companies are subject to the limits of Section 280E of the Code for U.S. federal income tax purposes, under which, they are only allowed to deduct expenses directly related to costs of goods sold. The Company has taken a position that its deduction of ordinary and necessary business expenses is not limited by Section 280E of the Code.

Deferred taxes are provided using an asset and liability method whereby deferred tax assets are recognized based on the rates at which they are expected to reverse in the future. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. The effect on deferred tax assets and liabilities of a change in tax law or tax rates is recognized in income in the period that enactment occurs.

At December 31, 2025 and December 31, 2024, the components of deferred tax assets and (liabilities) were as follows:


	As of December 31,
	2025		2024
Deferred Tax Assets
Operating Lease Liabilities	$	5,067	$	6,775
Loyalty Points	2,070		2,143
Stock Compensation	507		295
Basis Differences in Goodwill	7,079		4,068
Basis Differences in Property, Plant and Equipment	202		6,860
Other Accruals	2,798		4,714
Interest and Net Operating Loss Carryforwards	4,093		3,098
Total Deferred Tax Assets	21,816		27,953
Valuation Allowances	—		(695)
Net Deferred Tax Assets	$	21,816	$	27,258
Deferred Tax Liabilities
Operating Right of Use Assets	$	(4,560)	$	(6,267)
Intangibles	(53,899)		(95,090)
Total Deferred Tax Liabilities	(58,459)		(101,357)
Net Deferred Tax Liabilities	$	(36,643)	$	(74,099)


11. INCOME TAXES (Continued)

At December 31, 2025, the Company had no federal or state net operating loss carryforwards. The Company had $4,092 business interest expense carryforwards which may be carried forward indefinitely. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company assessed the positive and negative evidence to determine if sufficient future taxable income will be generated to use the existing deferred tax assets. As of December 31, 2025, the Company determined no valuation allowance was applicable to interest expense limitation.

The Company operates in a number of tax jurisdictions and is subject to examination of its income tax returns by tax authorities in those jurisdictions who may challenge any item on these returns. Because the tax matters challenged by tax authorities are typically complex, the ultimate outcome of these challenges is uncertain.

During the year ended December 31, 2024, the Company recorded an uncertain tax liability in uncertain tax positions on the Consolidated Balance Sheet for tax positions taken based on legal interpretations that challenge the Company's tax liability under Section 280E of the Code (“280E Position”). During the year ended December 31, 2025, the Company recorded additional uncertain tax liabilities associated with this position and reflected in the tables below.

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits for uncertain tax positions is as follows:


	2025		2024
Balance at Beginning of Year	$	400,994	$	2,973
Increases related to tax positions in a prior period	10,884		317,052
Decreases related to tax positions in a prior period	(29,194)		—
Decreases due to lapse of statute of limitations	(1,673)		(1,300)
Increases related to tax positions in the current period	92,653		82,269
Decreases related to tax positions in the current period	—		—
Balance at End of Year	$	473,664	$	400,994

A reconciliation of the beginning and ending amount of uncertain tax liabilities is as follows:


	2025		2024
Balance at Beginning of Year	$	270,579	$	2,973
Increases related to tax positions in a prior period	22,759		159,692
Decreases related to tax positions in a prior period	(39,253)		(1,300)
Increases related to tax positions in the current period	86,962		77,260
Interest and penalties recorded in income tax expense(1)	37,214		31,954
Decreases related to tax positions in the current period	—		—
Balance at End of Year	$	378,261	$	270,579

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 740
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477617/942-740-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 740
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478822/944-740-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
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+ Details

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2025
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Consolidated Statement of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Income Statement [Abstract]
Revenues, net of Discounts	$ 821,504	$ 878,585	$ 938,452
Cost of Goods Sold, net	408,007	434,654	463,246
Gross Profit	413,497	443,931	475,206
Operating Expenses
Selling, General, and Administrative Expenses	337,322	353,408	331,928
Loss on Impairment - Investment in Associates	0	0	6,571
Loss on Impairment of Intangibles – Goodwill	86,591	8,179	37,931
Loss on Impairment of Intangibles, Fixed Assets & Held For Sale Assets	96,677	319,520	13,686
Total Operating Expenses	520,590	681,107	390,116
Loss from Investments in Associates	0	0	(306)
Income (Loss) from Operations	(107,093)	(237,176)	84,784
Other Income (Expense), net:
Loss on Disposal of Property, Plant and Equipment	(1,950)	(1,095)	(1,123)
Gain on Deconsolidation	4,739	0	0
Gain (Loss) on Debt Extinguishment	1,938	(3,068)	(663)
Interest Expense, net	(53,589)	(54,759)	(59,793)
Other Income (Expense), net	(10,275)	(3,817)	4,593
Total Other Income (Expense), net	(59,137)	(62,739)	(56,986)
Income (Loss) Before Provision for Income Taxes and Non-Controlling Interest	(166,230)	(299,915)	27,798
Provision For Income Taxes	(91,678)	(41,944)	(145,146)
Net Loss Attributable to Verano Holdings Corp. & Subsidiaries	$ (257,908)	$ (341,859)	$ (117,348)
Net Loss per share - basic (in dollars per share)	$ (0.71)	$ (0.98)	$ (0.34)
Net Loss per share - diluted (in dollars per share)	$ (0.71)	$ (0.98)	$ (0.34)
Basic - weighted average shares outstanding (in shares)	360,911,293	349,584,820	342,774,236
Diluted - weighted average shares outstanding (in shares)	360,911,293	349,584,820	342,774,236

LEASES - Schedule of Lessee, Operating Lease, Liability, Maturity (Details) $ in Thousands	Dec. 31, 2025 USD ($)
Leases [Abstract]
2026	$ 21,965
2027	21,376
2028	20,656
2029	19,572
2030	18,627
Thereafter	51,482
Total Lease Payments	153,678
Less: Imputed Interest	(50,613)
Present Value of Lease Liability	$ 103,065

FAIR VALUE MEASURMENTS - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents	$ 82,724	$ 87,796
Acquisition Consideration Payable	(270)	(935)
Total	82,454	86,861
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents	82,724	87,796
Acquisition Consideration Payable	0	0
Total	82,724	87,796
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents	0	0
Acquisition Consideration Payable	0	0
Total	0	0
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents	0	0
Acquisition Consideration Payable	(270)	(935)
Total	$ (270)	$ (935)

PROPERTY, PLANT AND EQUIPMENT (Tables)

12 Months Ended

Dec. 31, 2025

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment

The Company’s estimated depreciable lives of operating assets and facilities are as follows:


Land			Not Applicable
Building			30 years
Construction in Progress			Not Applicable
Leasehold Improvements			Shorter of: remaining lease term or
			10 years
Tools & Equipment			7 years
Kitchen & Lab Equipment			7 years
Other Machinery & Equipment			7 years
Furniture & Fixtures			7 years
Electronic & Security Equipment			5 years
Vehicles			7 years
Land Improvements			15 years

Property, plant and equipment and related accumulated depreciation consists of the following at December 31, 2025 and December 31, 2024:


	As of December 31,
	2025		2024
Land	$	26,057	$	29,032
Buildings and Improvements	162,898		173,432
Furniture and Fixtures	21,516		21,326
Computer Equipment and Software	29,294		28,525
Leasehold Improvements	282,719		268,836
Tools and Equipment	99,635		98,133
Vehicles	4,391		4,341
Assets Under Construction (1)	100,173		96,981

Total Property, Plant and Equipment, Gross	726,683		720,606
Less: Accumulated Depreciation	(234,210)		(182,642)

Property, Plant and Equipment, Net	$	492,473	$	537,964

(1)Assets under construction represent construction in progress related to facilities not yet completed or otherwise not placed in service.

A reconciliation of the beginning and ending balances of property, plant and equipment is as follows:


	Property, Plant and Equipment, Gross		Accumulated Depreciation		Property, Plant and Equipment, Net
Balance as of January 1, 2024	$	636,433	$	(135,129)	$	501,304
Additions	118,364		—		118,364
Property, plant and equipment from business combination	26,308		—		26,308
Disposals and other	(47,746)		4,571		(43,175)
Impairment	(12,753)		2,227		(10,526)
Depreciation	—		(54,311)		(54,311)
Balance as of December 31, 2024	$	720,606	$	(182,642)	$	537,964
Additions	29,185		—		29,185
Disposals and other	(22,338)		7,283		(15,055)
Impairment	(770)		342		(428)
Depreciation	—		(59,193)		(59,193)
Balance as of December 31, 2025	$	726,683	$	(234,210)	$	492,473

INCOME TAXES - Narrative (Details) - USD ($)	12 Months Ended
INCOME TAXES - Narrative (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Income Tax Disclosure [Abstract]
U.S. Federal	$ 75,308,000
U.S. State	2,880,000
Income taxes paid, net	78,188,000	$ 81,535,000	$ 166,634,000
Income tax examination, penalties and interest expense	134,000
Operating loss carryforwards	0
Interest carryforwards	4,092,000
Deferred tax assets, valuation allowance	$ 0	$ 695,000

GOODWILL - Schedule of Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Goodwill [Roll Forward]
Beginning balance	$ 246,230	$ 231,291
Impairment	(86,591)	(8,179)	$ (37,931)
Adjustments to purchase price allocation	1,370	2,227
Acquisitions	0	20,891
Ending balance	161,009	246,230	231,291
Cultivation
Goodwill [Roll Forward]
Beginning balance	48,597	49,318
Impairment	(40,827)	(8,179)
Adjustments to purchase price allocation	293	2,648
Acquisitions	0	4,810
Ending balance	8,063	48,597	49,318
Retail
Goodwill [Roll Forward]
Beginning balance	197,633	181,973
Impairment	(45,764)	0
Adjustments to purchase price allocation	1,077	(421)
Acquisitions	0	16,081
Ending balance	$ 152,946	$ 197,633	$ 181,973

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

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+ Details

- Definition

Amount of impairment loss from asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

+ References + Details

INCOME TAXES - Schedule of Components of Income Tax Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Current:
Federal	$ 117,832	$ 130,257	$ 137,375
State	11,302	20,201	22,029
Foreign	0	0	0
Total Current:	129,134	150,458	159,404
Deferred:
Federal	(25,614)	(77,171)	(14,366)
State	(11,842)	(31,343)	108
Foreign	0	0	0
Total Deferred	(37,456)	(108,514)	(14,258)
Income Tax Expense	$ 91,678	$ 41,944	$ 145,146

SUBSEQUENT EVENTS (Details) - USD ($)					1 Months Ended	12 Months Ended
SUBSEQUENT EVENTS (Details) - USD ($)	Mar. 11, 2026	Sep. 30, 2025	Apr. 30, 2024	Oct. 27, 2022	Oct. 31, 2023	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023	Jan. 12, 2026
Subsequent Event [Line Items]
Payment of debt prepayment cost						$ 0	$ 1,000,000	$ 0
Revolving Credit Facility \| Revolver \| Credit Facility
Subsequent Event [Line Items]
Line of credit facility, maximum borrowing capacity		$ 75,000,000
Outstanding principal as percentage of collateral, maximum		60.00%
Proceeds from long-term lines of credit		$ 50,000,000
Debt instrument, variable rate floor		4.00%
Basis spread on variable rate		6.00%
Revolving Credit Facility \| Revolver \| Credit Facility \| Minimum
Subsequent Event [Line Items]
Basis spread on variable rate, increase upon event of default		3.00%
Revolving Credit Facility \| Revolver \| Credit Facility \| Maximum
Subsequent Event [Line Items]
Basis spread on variable rate, increase upon event of default		6.00%
Revolving Credit Facility \| Revolver \| Credit Facility \| Subsequent Event
Subsequent Event [Line Items]
Line of credit facility, maximum borrowing capacity									$ 100,000,000
Outstanding principal as percentage of collateral, maximum									80.00%
Proceeds from long-term lines of credit	$ 50,000,000
Long-term line of credit	100,000,000
Secured Debt \| 2026 Credit Agreement \| Credit Facility \| Subsequent Event
Subsequent Event [Line Items]
Debt instrument, face amount	195,000,000
Monthly amortization payment	$ 875,000
Principal balance (as percent)	1.50%
Debt instrument, variable rate floor	4.00%
Basis spread on variable rate	5.50%
Basis spread on variable rate, increase upon event of default	5.00%
Secured Debt \| 2026 Credit Agreement \| Credit Facility \| Subsequent Event \| Chief Executive Officer
Subsequent Event [Line Items]
Debt instrument, face amount	$ 10,000,000
Secured Debt \| 2026 Credit Agreement \| Credit Facility \| Subsequent Event \| Minimum
Subsequent Event [Line Items]
Prepayment increments	5,000,000
Secured Debt \| 2026 Credit Agreement \| Credit Facility \| Subsequent Event \| Maximum
Subsequent Event [Line Items]
Prepayment increments	$ 10,000,000
Secured Debt \| 2026 Credit Agreement \| Credit Facility \| Subsequent Event \| First Two Years
Subsequent Event [Line Items]
Prepayment premium (as percent)	1.50%
Secured Debt \| 2026 Credit Agreement \| Credit Facility \| Subsequent Event \| Thereafter
Subsequent Event [Line Items]
Prepayment premium (as percent)	0.00%
Secured Debt \| 2026 Credit Agreement \| Credit Facility \| Subsequent Event \| Maturity Date Extended to March 10, 2030
Subsequent Event [Line Items]
Prepayment premium (as percent)	1.50%
Secured Debt \| Credit Agreement 2022 \| Credit Facility
Subsequent Event [Line Items]
Debt instrument, face amount				$ 350,000,000
Payment of debt prepayment cost		$ 50,000,000	$ 50,000,000
Monthly amortization payment					$ 350,000
Basis spread on variable rate				6.50%
Secured Debt \| Credit Agreement 2022 \| Credit Facility \| Chief Executive Officer
Subsequent Event [Line Items]
Debt instrument, face amount				$ 1,000,000
Secured Debt \| Credit Agreement 2022 \| Credit Facility \| Minimum
Subsequent Event [Line Items]
Basis spread on variable rate, increase upon event of default				3.00%
Secured Debt \| Credit Agreement 2022 \| Credit Facility \| Maximum
Subsequent Event [Line Items]
Basis spread on variable rate, increase upon event of default				6.00%
Secured Debt \| Credit Agreement 2022 \| Credit Facility \| Subsequent Event
Subsequent Event [Line Items]
Payment of debt prepayment cost	$ 4,345,000

SEGMENTS

12 Months Ended

Dec. 31, 2025

Segment Reporting [Abstract]

SEGMENTS


14. SEGMENTS

The Company conducts and manages its business through two reportable segments, representing the major lines of the cannabis business: cultivation (wholesale) and retail. The cultivation (wholesale) segment consists of the cultivation, production and sale of cannabis products to retail stores. The retail segment consists of the retailing of cannabis to patients and consumers.

The Company’s assets are aggregated into reportable segments (cultivation (wholesale) and retail). The Company determined its reportable segments by first reviewing the operating segments based on the geographic areas in which the Company conducts business (or each market). The markets were then further divided into reporting units based on the market operations (cultivation (wholesale) and retail) which were primarily determined based on the licenses each market holds. All revenues are derived from customers domiciled in the United States and substantially all assets are located in the United States.

The accounting policies used in the segment reporting are the same as those described in Note 2 - Significant Accounting Policies. The Company’s CODM is the Chief Executive Officer. The CODM utilizes each segment’s Adjusted EBITDA as the key indicator in assessing the segment’s performance and allocating resources. Segment-level Adjusted EBITDA includes intersegment revenues which consist primarily of sales of finished goods product from the wholesale (cultivation) to retail segment. Intersegment transactions are eliminated in consolidation. The elimination of such intersegment transactions is included in All Other in the tables below. Additionally, we do not allocate certain shared expenses such as accounting, human resources, certain information technology and legal to our reportable segments. We include these expenses in All Other in the tables below. The All Other column in the tables below also includes unallocated corporate functions and expenses. Certain prior year line items have been adjusted and our allocation methodology is periodically evaluated and may change.

Within the tables below the Other Segment Items for each segment primarily consists of certain selling, general, and administrative expenses and other operational costs.

Summarized financial information for the Company’s reportable segments for the years ended December 31, 2025, 2024 and 2023, consisted of the following:


	For the Year Ended December 31, 2025
	Retail		Wholesale		All Other		Total
Revenues, net of Discounts	$	672,661	$	318,389	$	(169,546)	$	821,504
Cost of Goods Sold, net	(373,789)		(198,727)		164,509		(408,007)
Other Segment Items	(109,990)		47,217		(121,530)		(184,303)
Adjusted EBITDA	$	188,882	$	166,879	$	(126,567)	$	229,194
Acquisition Adjustments and Other Income (Expense), net							(9,653)
Acquisition, Transaction and Other Non-operating Costs							(13,253)
Employee Stock Compensation							(11,506)
Interest Expense, net							(53,589)
Depreciation and Amortization							(124,155)
Impairment							(183,268)
Income from operations before income taxes							$	(166,230)


14. SEGMENTS (Continued)


	For the Year Ended December 31, 2024
	Retail		Wholesale		All Other		Total
Revenues, net of Discounts	$	672,252	$	353,476	$	(147,143)	$	878,585
Cost of Goods Sold, net	(376,534)		(200,978)		142,858		(434,654)
Other Segment Items	(112,648)		45,535		(112,364)		(179,477)
Adjusted EBITDA	$	183,070	$	198,033	$	(116,649)	$	264,454
Acquisition Adjustments and Other Income (Expense), net							(11,160)
Acquisition, Transaction and Other Non-operating Costs							(14,141)
Employee Stock Compensation							(16,946)
Interest Expense, net							(54,759)
Depreciation and Amortization							(139,664)
Impairment							(327,699)
Loss from operations before income taxes							$	(299,915)


	For the Year Ended December 31, 2023
	Retail		Wholesale		All Other		Total
Revenues, net of Discounts	$	741,334	$	348,990	$	(151,872)	$	938,452
Cost of Goods Sold, net	(401,507)		(198,547)		136,808		(463,246)
Other Segment Items	(106,414)		37,470		(101,391)		(170,335)
Adjusted EBITDA	$	233,413	$	187,913	$	(116,455)	$	304,871
Acquisition Adjustments and Other Income (Expense), net							(9,123)
Acquisition, Transaction and Other Non-operating Costs							(2,177)
Employee Stock Compensation							(13,230)
Interest Expense, net							(59,793)
Depreciation and Amortization							(141,133)
Impairment							(51,617)
Income from operations before income taxes							$	27,798

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-21

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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+ Details