💸 The Tape

Verano Holdings entered 2026 with a stable quarter, a freshly restructured balance sheet, and a federal rescheduling order that CEO George Archos is calling "a game-changing catalyst." Whether this is the year it all comes together depends on whether the company can convert positioning into momentum.

The multi-state cannabis operator reported Q1 2026 revenue of $208 million, up 1% sequentially from Q4 2025 and down just 1% year-over-year from Q1 2025's $210 million. In a quarter where many operators saw more pronounced declines, Verano's top line held essentially flat — driven by strong retail performance that offset increased competition and promotional pressure in wholesale markets.

Stability isn't excitement. But in cannabis, stability is rarer than it should be.

The Margin Picture

Gross profit landed at $99 million, or 48% of revenue — up slightly from 47% a year ago but down from 51% in Q4 2025. The sequential decline reflects increased promotional activity, a dynamic that's playing out across the industry as operators compete for share in maturing markets. Year-over-year, gross margins actually improved by a percentage point, suggesting Verano's cultivation and processing operations are holding their own on the cost side.

SG&A expenses were flat at $86 million, or 41% of revenue. The slight year-over-year increase was driven by new store openings — an investment in future revenue, not a loss of discipline. Management is keeping overhead relatively contained even as the retail footprint expands.

Adjusted EBITDA came in at $49 million, or 24% of revenue. That's down from $54 million a year ago and $56 million in Q4, reflecting the combination of margin compression and steady operating costs. It's a solid number, but the trajectory suggests Verano needs either top-line acceleration or further cost optimization to push EBITDA back toward prior levels.

The Net Loss Question

Verano reported a net loss of $18 million, compared to a $12 million loss in Q1 2025. The widening loss was primarily driven by expenses associated with retiring the company's 2022 credit agreement — a one-time cost of transitioning to a cleaner capital structure. Excluding that refinancing noise, the operating business generated $13 million in income from operations, a meaningful improvement from Q4's negative $158 million (which was driven by impairments) and modestly below Q1 2025's $15 million.

Cash Flow and Capital

Operating cash flow was a bright spot at $19 million, a significant improvement from just $2 million in Q1 2025. Capital expenditures totaled $15 million, with full-year guidance maintained at $30–$50 million. The company is investing — but selectively.

The bigger story on the capital front is the complete refinancing of Verano's debt structure during the quarter. The company closed a $195 million senior secured term loan, upsized its revolving credit facility to $100 million with an extended maturity to February 2029, and used the combined proceeds to pay off and terminate its legacy 2022 credit agreement. That's a meaningful deleveraging event that gives Verano cleaner debt terms and more financial flexibility heading into a period where capital deployment could be critical.

As of March 31, Verano held $74 million in cash, $395 million in current assets, $276 million in working capital, and $395 million in total debt net of issuance costs.

The Footprint

Verano's operational scale remains one of its primary competitive advantages. The company currently operates across 13 states with 162 dispensaries and 14 production facilities encompassing more than 1.1 million square feet of cultivation capacity.

Florida continues to be a strategic focus. During Q1, Verano opened MÜV Deltona and MÜV Lehigh Acres, and subsequently added MÜV Miramar Beach — the company's 85th Florida dispensary. In a limited-license state where scale directly correlates with market capture, Verano's Florida density is a durable competitive moat.

On the product side, the company launched Swift Lifts as a standalone brand in the fast-growing pre-roll category — a segment where consumer demand and margin opportunity continue to accelerate. Strengthening the branded product portfolio is essential for Verano's wholesale positioning, particularly as promotional intensity increases across the industry.

The Rescheduling Catalyst

Archos didn't mince words about the significance of last week's Schedule III rescheduling of state-licensed medical cannabis: "2026 has the potential to be a transformative year for Verano and the entire industry."

For a company of Verano's scale — operating medical cannabis programs across the majority of its 13-state footprint — the elimination of Section 280E on qualifying medical operations represents an immediate and substantial improvement to after-tax profitability. The company has been absorbing the same punitive tax treatment as every other MSO, unable to deduct ordinary business expenses on medical cannabis revenue that the federal government now acknowledges as legitimate.

The broader hearing on full rescheduling begins June 29, and Verano is positioning itself to "quickly capitalize" on any further developments. The company also announced a $20 million share repurchase authorization subsequent to quarter-end — a move that, combined with the refinanced balance sheet and rescheduling tailwinds, signals management's confidence in the road ahead.

The Bottom Line

Verano's Q1 isn't a quarter that rewrites the narrative — it's one that reinforces it. The company is generating nearly $50 million in quarterly adjusted EBITDA from a diversified, scaled platform with strong Florida positioning and a freshly restructured balance sheet. Revenue is stable. Cash flow is improving. And the most significant federal policy change in cannabis history just landed in the company's favor.

The challenge for Verano — as for all large MSOs — is converting the rescheduling moment into tangible financial improvement. 280E relief, better access to capital, and the normalization signal that Schedule III sends to institutional investors are all real catalysts. But they need to show up in the numbers, not just the press releases.

With 162 dispensaries, a $195 million term loan, and a federal government that finally acknowledges medical cannabis as legitimate, Verano has the infrastructure, the capital, and now the regulatory backdrop to make 2026 the inflection point it's been waiting for. The setup is there. Execution determines the rest. /Position

📈 Dog Walkers

$CURLF ( ▲ 7.51% ) Completes Buyout

The company announced the completion of its buyout of the remaining 45% stake in Four 20 Pharma GmbH, the fully EU-GMP and GDP licensed German producer and distributor of medical cannabis that Curaleaf first partnered with in 2022. The acquisition gives Curaleaf 100% ownership of one of Germany's most respected medical cannabis operations, with capabilities spanning cultivation, pharmaceutical-grade processing, and a comprehensive distribution network serving pharmacies, nursing homes, and research institutions across Germany and select European markets.

The strategic logic is vertical integration at a continental scale. With Four 20 Pharma fully consolidated, Curaleaf now controls a seed-to-patient supply chain running from owned cultivation sources in Portugal and Canada through to licensed distribution in Germany — Europe's largest and most dynamic medical cannabis market. That end-to-end ownership provides what the company calls "full oversight at every stage" and a quality guarantee that's increasingly important as European regulators tighten compliance expectations.

CEO Boris Jordan framed the deal as a cornerstone of Curaleaf's international ambitions: "Four 20 Pharma's leadership in production, compliance, and distribution allows us to expand patient access to medical cannabis while driving innovation across the international market."

Four 20 Pharma founder Torsten Greif echoed the enthusiasm, calling the full integration "an exciting new chapter" and highlighting the alignment between his company's focus on quality, compliance, and patient care and Curaleaf's broader mission.

The brand is already extending beyond German borders. Curaleaf has launched the Four 20 brand in both the United Kingdom and Poland, with plans to expand into additional international markets using what it describes as the "blueprint of quality and compliance" that built Four 20 Pharma's reputation in Germany.

This move comes at a moment when Curaleaf is simultaneously strengthening its domestic position — the company recently authorized an $83 million share buyback — while aggressively building international infrastructure. The combination of full European vertical integration, medical cannabis expertise, and a growing multi-country brand presence positions Curaleaf to compete for market share as Europe's regulatory frameworks continue to mature and patient populations expand.

For a company that has openly positioned itself as the future world's leading international cannabis company, full ownership of one of Germany's most trusted medical cannabis brands isn't just a strategic acquisition — it's a statement of intent.

$VREOF ( ▲ 2.92% ) Picks Up FL Asset

The multi-state operator announced a definitive agreement to acquire FLUENT Corp. in an all-stock transaction that would combine their Florida operations into a platform of approximately 74 dispensaries and roughly 144,000 square feet of combined cultivation and production canopy. In a limited-license state like Florida, that kind of scale is exceptionally difficult to replicate — which is precisely the point.

Under the terms of the deal, FLUENT shareholders will receive 0.0705359 of a Vireo subordinate voting share for each FLUENT share held. The transaction was unanimously approved by both boards, with ATB Cormark Capital Markets providing a fairness opinion confirming the consideration is fair to FLUENT shareholders.

What makes the deal particularly interesting is the pre-closing optimization. FLUENT's board approved an operating budget designed to streamline the business before handoff — including divesting non-core assets, implementing targeted cost reductions, and improving operational efficiency. Vireo CEO John Mazarakis was blunt about the appeal: "The business we receive at closing we believe will be positioned to generate meaningful cash flow before we apply a single Vireo synergy."

FLUENT generated approximately $71.5 million in Florida revenue in 2025. As part of the transaction, $30 million in outstanding debt under FLUENT's senior secured credit agreement will be converted to equity prior to closing — cleaning up the balance sheet and reducing leverage for the combined entity.

The deal is expected to close in Q4 2026, subject to regulatory approvals, court approval, and a shareholder vote requiring two-thirds approval from FLUENT shareholders. Key holders representing roughly 38.3% of outstanding shares have already signed voting support agreements.

For Vireo — which recently announced a California retail joint venture with Glass House — Florida now becomes the other anchor in an increasingly ambitious national footprint.

🗞️ The News

📺 YouTube

The Cannabis Capital Markets Are Already Heating Up | TTB Presented by Flowhub

What we will cover:

✅ Hosts Anthony Varrell and Shadd Dales break down a packed day in cannabis news with special guest Adam Stettner, Founder and CEO of FundCanna, the leading non-dilutive capital provider to the cannabis industry.

Top of the docket: Vireo Growth's (CSE: VREO) all-stock acquisition of FLUENT Corp. (CSE: FNT.U), a deal that consolidates the Florida medical cannabis market and creates a combined operator with roughly 74 stores and 144,000 square feet of cultivation across the Sunshine State. The crew unpacks the deal terms, the Vireo strategic playbook, and what the transaction signals about MSO consolidation in a post-rescheduling environment.

Next up: Verano Holdings (Cboe: VRNO) Q1 2026 earnings. The team digs into Verano's $208 million revenue print, the $18 million net loss, the new $195 million senior secured term loan, the $20 million share repurchase authorization, and management's commentary on Section 280E tax relief following DOJ's Schedule III rescheduling order.

Plus: federal cannabis policy momentum on Capitol Hill. The MORE Act added five new House sponsors yesterday — Reps. Schakowsky, Torres, Boyle, Beyer, and Budzinski — bringing total cosponsors to 70 as legislative pressure builds for full marijuana descheduling.

Adam Stettner joins to discuss the cannabis lending landscape, how rescheduling is reshaping capital markets, what operators should be doing right now to position for DEA registration and the June 22 medical filing deadline, and where FundCanna sees the smartest opportunities for cannabis financing in 2026.

Tune in for sharp analysis, real numbers, and zero fluff.