EARNINGS (LOSSES) PER SHARE

6 Months Ended

Jun. 30, 2025

The Company presents basic earnings (losses) per share. Basic earnings (losses) per share is calculated by dividing the earnings (loss) attributable to shareholders by the weighted average number of Subordinate Voting Shares (with outstanding Proportionate Voting Shares, if any, accounted for on an as converted to Subordinate Voting Shares basis) outstanding during the periods presented. Diluted earnings (losses) per share is computed based on the weighted average number of Subordinate Voting Shares (with outstanding Proportionate Voting Shares, if any, accounted for on an as converted to Subordinate Voting Shares basis) outstanding, to the extent dilutive.

The computations of net earnings (loss) per share on a basic and diluted basis, including reconciliations of the numerators and denominators, for the three and six months ended June 30, 2025 and June 30, 2024 were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Numerator
Net Loss attributable to Verano Holdings Corp.	$	(19,150)	$	(21,764)	$	(30,665)	$	(26,586)

Denominator
Basic
Weighted-average shares outstanding – basic	360,368,777		345,020,397		359,760,571		345,483,701

Diluted
Weighted-average shares outstanding – diluted	360,368,777		345,020,397		359,760,571		345,483,701

Net Loss per share - basic & diluted	$	(0.05)	$	(0.06)	$	(0.09)	$	(0.08)

For the three and six months ended June 30, 2025 outstanding restricted stock units (“RSUs”) of approximately 5,335,995 were anti-dilutive under the treasury stock method and were excluded from the computation of diluted earnings (loss) per share. These awards may be dilutive in the future. Potentially dilutive securities of approximately 3,833,306 and 3,753,438 for the three and six months ended June 30, 2024, respectively, were not included in the computation of diluted earnings per share because their effect would have been anti-dilutive.