Amendments to Code of Ethics (Form 8-K)

Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.

From time to time, as part of Verano Holdings Corp. (the "Company") governance practices, the Company's Board of Directors reviews the Company's Code of Business Conduct and Ethics (the "Code"). On June 20, 2026, the Board of Directors approved updates to the Code, including updates to: (1) align to other Company corporate governance documents; (2) further reflect the Company's domicile in the U.S. state of Nevada; and (3) update language in the following sections: (a) corporate opportunities, (b) competition and fair dealing, (c) confidentiality, and (d) protection and proper use of Company assets. Additionally, the Code was updated for other non-substantive changes.

Adoption of the revisions to the Code does not result in any waiver to any officer, director, or employee of the Company, explicit or implicit, from any provision of the prior version of the Code. The ethical principles underlying each provision of the prior version of the Code remain substantively unchanged.

The foregoing description of the Code is qualified in its entirety by reference to the full text of the Code attached as Exhibit 14. The Code will also be available on the Company's website (investors.verano.com). The information on the Company's website does not constitute part of this Current Report on Form 8-K for any purpose and is not incorporated by reference herein.