1Q 2024 EARNINGS

5 / 8 / 2 4

BEFORE WE BEGIN

Forward-Looking Information

This presentation contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation and also contains statements that may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only Verano Holding Corp.'s (the "Company") beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company's control.

Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "strategies", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will

occur" or "will be achieved". The forward-looking information and forward-looking statements contained herein include, but are not limited to statements or information with respect to the Company's position in the marketplace, proposed budgets and guidance, the proposed completion or buildout of Company facilities, the Company's cultivation capacity, the accretive nature of acquisitions, the fortification of the Company's presence in core markets, the possibility of material organic expansion, delivery of shareholder value and the ability to maintain industry-leading margins and add depth to leadership.

Forward-looking information and statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements of the Company to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking information and forward-looking statements herein, including, without limitation, the risk factors discussed in the Company's

filings with the U.S. Securities and Exchange Commission at www.sec.com/edgar, including, without limitation, the risk factors described in the Company's annual report on Form 10-K for the year ended December 31, 2023 and subsequent quarterly reports on Form 10-Q for 2024. The forward-looking information and forward-looking statements contained in this presentation are made as of the date of this presentation, and the Company does not undertake to update any forward-looking information or forward-looking statements that are contained or referenced herein, except as may be required in accordance with applicable securities laws. All subsequent written and oral forward- looking information and statements attributable to the Company or persons acting on its behalf is expressly qualified in its entirety by this notice regarding forward-looking information and statements.

Non-GAAP Financial Measures

This presentation refers to certain non-GAAP measures to evaluate the performance of the Company. The terms "EBITDA", "Adjusted EBITDA", "Adjusted EBITDA Margin" and "Free Cash Flow" do not have any standardized meaning prescribed within U.S. Generally Accepted Accounting Principles ("GAAP") and therefore may not be comparable to similar measures presented by other companies. Such measures should not be considered in isolation or as a substitute for measures of performance

prepared in accordance with GAAP. EBITDA is calculated herein as Net Income (Loss) before interest expense, income tax expense, depreciation, and amortization. The Company presents EBITDA on a consistent basis from period to period. Adjusted EBITDA is calculated herein as Net Income (Loss) attributable to the Company plus net interest expense, income tax expense, depreciation and amortization, and also excludes certain extraordinary one-time items. Adjusted EBITDA Margin is calculated herein as Adjusted EBITDA divided by Revenue. Free Cash Flow is calculated herein as Net Cash Provided by Operating Activities minus Capital Expenditures. Management believes that these non-GAAP financial measures provide useful information to readers as a supplement to reported GAAP financial information because these measures provide consistency and comparability with past financial performance and assist in comparisons with other companies, some of which use similar non-GAAP information to supplement their GAAP results. Management reviews these non-GAAP financial measures on a regular basis and uses them to evaluate and manage the performance of the Company's operations. These measures

should be evaluated only in conjunction with the Company's comparable GAAP financial measures and reconciliations of each non-GAAP measure to its most directly comparable GAAP measure can be found on our website at investors.Verano.com and in the appendix of this presentation.

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1Q 2024 HIGHLIGHTS RECENT DEA NEWS FINANCIAL REVIEW

2024 OUTLOOK AND CATALYSTS Q&A

APPENDIX

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2

3

4

5

6

3

1Q 2024

01 HIGHLIGHTS

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STRONG 1Q24 FINANCIAL RESULTS, INDEPENDENT OF FEDERAL CHANGES

$221M Revenue

$113M Gross Profit

+296bps Margin Expansion YoY

$67M Adj. EBITDA1

30% Margin

  • Upcoming catalysts independent of rescheduling:
    • Ohio adult use launching 2H24
    • Pennsylvania adult use discussions progressing
    • Florida adult use on November's ballot

Strong track record of successful transitions from medical to adult use

  • Experience from Illinois, New Jersey, Connecticut, and Maryland transitions

1 Adjusted EBITDA, and Adjusted EBITDA margin are Non-GAAP numbers the Company defines as net income (loss) plus net interest expense, income tax expense, depreciation and amortization and also excludes

5

certain one-time extraordinary items, respectively. Adjusted EBITDA margin is defined as Adjusted EBITDA as a percentage of revenue. Reconciliation for Adjusted EBITDA can be found in the financial results

released on 5/8/24 at investors.verano.com in the Newsroom.

FLORIDA'S BALLOT INITIATIVE PROVIDES MASSIVE 2025 CATALYST

Campaigning to

Margin Accretive

Second-Largest Florida

Educate Voters

Opportunity

Footprint and Growing

Contributed over $2M to Smart &

100% vertical nature of Florida

74 MÜV -branded dispensaries

Safe Florida

provides potential for margin

and 262k sq ft of cultivation

Educating voter base on

expansion

Cultivation expansion underway

economic, health, and wellness

Significant revenue potential if

and anticipate further MÜV

benefits of cannabis

traditional 2.5x medical multiple

openings

holds

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GROWING WHOLESALE BUSINESS

+23% YoY Growth

in 1Q24 Net Wholesale Revenue

  • Added nearly 50 new dispensary customers in the quarter, largely from New Jersey and Illinois
  • Net wholesale growth offset over 60% of retail revenue declines YoY
    • Continued third-party dispensary openings pressured retail revenue, as expected
  • New Jersey net wholesale revenue grew130% with orders up over 300% YoY
  • Illinois net wholesale saw sequential growth each month in 1Q24
    • Verano brand portfolio gained 45bps of market share1
  • Further line of sight into net wholesale growth as third-party dispensaries continue to open across New Jersey and Illinois

1 According to BDSA.

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2H24 TAILWINDS: OHIO ADULT USE PROGRAM

Preparing by increasing our output in advance of anticipated growth in demand

  • Historically, new adult use markets increase revenue by2.5x vs medical market revenue1
  • Current footprint of 5 dispensaries and 22k sq ft of cultivation
    • Exploring addition of sixth dispensary per current regulatory proposals

1 Verano saw approximately 2.5x lift in net revenue from its most recent adult use transitions in Connecticut and Maryland in 2023.

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RECENT DEA

02 NEWS

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Disclaimer

Verano Holdings Corp. published this content on 08 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 May 2024 13:38:07 UTC.