SCHEDULE: Eminence Capital Discloses 7.7% Stake in Verano Holdings

Eminence Capital, LP and Ricky C. Sandler have reported a beneficial ownership of 7.7% in Verano Holdings Corp.'s Class A Subordinate Voting Shares.

Summary

• Eminence Capital, LP and Ricky C. Sandler collectively hold 27,786,719 Class A Subordinate Voting Shares of Verano Holdings Corp.
• This ownership represents 7.7% of the total Class A Subordinate Voting Shares outstanding.
• The percentage is calculated based on an aggregate of 361,815,879 Class A Shares outstanding as of September 25, 2025, as reported in the Company's Definitive Proxy Statement on Schedule 14A.
• Eminence Capital, LP serves as the investment adviser to various investment funds and a separately managed account that hold these shares.
• Ricky C. Sandler, as Chief Executive Officer of Eminence Capital, is deemed to have shared voting and dispositive power over these shares.
• The shares were acquired and are held in the ordinary course of business, without the purpose or effect of changing or influencing control of the issuer, other than activities solely in connection with a nomination under Rule 14a-11.

Sentiment

Score: 6

Explanation: The disclosure of a significant beneficial ownership by a reputable investment firm like Eminence Capital is generally a neutral to slightly positive signal, indicating institutional conviction in the company, though it provides no direct insight into the company's operational performance or financial health.

Future Outlook

NA

Management Comments

• The securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 14a-11.

Industry Context

This filing indicates a significant institutional investment in Verano Holdings, a prominent player in the U.S. cannabis industry. Such a substantial stake by a well-known investment firm like Eminence Capital can signal confidence in the company's long-term prospects within a rapidly evolving and often complex regulatory environment.

Stakeholder Impact

• Shareholders: The disclosure of a significant institutional stake may be viewed positively, potentially increasing investor confidence and liquidity.
• Management: Awareness of a large institutional holder may influence strategic decisions, though the filing states no intent to influence control.

Key Dates

Recommendation

This Schedule 13G filing primarily serves as a disclosure of beneficial ownership by Eminence Capital, LP and Ricky C. Sandler, indicating a 7.7% stake in Verano Holdings Corp. While the acquisition of a significant position by a prominent investment firm can be interpreted as a vote of confidence, the filing itself does not provide new financial performance data, strategic updates, or operational insights that would warrant a change in investment recommendation. The reporting persons explicitly state the shares were acquired in the ordinary course of business and not for the purpose of influencing control. Therefore, without additional information on the company's fundamentals or market conditions, a 'hold' recommendation is appropriate, maintaining existing positions while awaiting further operational or financial disclosures.

Keywords

Verano Holdings Corp., Eminence Capital, Ricky C. Sandler, Beneficial Ownership, Schedule 13G, Class A Subordinate Voting Shares, Institutional Investor, Cannabis Industry