VRNO Verano Holdings Corp. - 8-K

Item
5.02

Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers

On
March 16, 2026, John Tipton retired from his position as President of the Southern Region of Verano Holdings Corp., a Nevada corporation
(the “ Company ”), and from all his positions as an officer, manager and employee of the Company and its subsidiaries.
Mr. Tipton will remain a member of the Company’s Board of Directors.

Upon
his retirement, the Company entered into a consulting agreement with Mr. Tipton as of March 16, 2026 (the “ Consulting Agreement ”),
pursuant to which Mr. Tipton will provide consulting and advisory services to the Company and its subsidiaries with respect to the Company’s
operations nationally and in the State of Florida, as further detailed in the Consulting Agreement. The term of the Consulting Agreement
will expire on March 16, 2027 which may be extended by mutual agreement of the Company and Mr. Tipton. The Consulting Agreement contains
customary representations, warranties, covenants and confidentiality provisions.

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

The
foregoing description of the Consulting Agreement does not purport to be complete and is qualified, in its entirety, by reference to
the full text and terms of the Consulting Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item
9.01

Financial
Statements and Exhibits.

(d)
Exhibits

Exhibit
No.

Description

10.1

Consulting Agreement dated March 16, 2026 between Verano Holdings Corp. and John Tipton

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Inline XBRL document)

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