SCHEDULE 13G: Eminence Capital and Ricky C. Sandler Significantly Increase Stake in Verano Holdings Corp. to 11.6%
Beneficial Ownership Statement (Schedule 13G)
Eminence Capital, LP and its Chief Executive Officer Ricky C. Sandler have substantially increased their beneficial ownership in Verano Holdings Corp., now holding 11.6% of Class A Subordinate Voting Shares as of December 31, 2024, up from 6.0% in late 2022.
Summary
- Eminence Capital, LP and Ricky C. Sandler (the "Reporting Persons") have filed a Schedule 13G indicating their beneficial ownership in Verano Holdings Corp.'s Class A Subordinate Voting Shares.
- As of December 31, 2022, Eminence Capital, LP beneficially owned 19,462,186 Class A Shares, representing 6.0% of the class.
- As of December 31, 2022, Ricky C. Sandler beneficially owned 19,476,786 Class A Shares (including 14,600 shares with sole voting and dispositive power), representing 6.0% of the class.
- The Reporting Persons' beneficial ownership has significantly increased over time, reaching 41,431,627 Class A Shares, representing 12.0% as of September 30, 2024, and 11.6% as of December 31, 2024.
- The percentage of ownership is calculated based on the aggregate Class A Shares outstanding at various dates, which have also increased over time.
- The filing certifies that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing the control of the issuer.
Sentiment
Score: 7
Explanation: The increased stake by a significant institutional investor like Eminence Capital suggests a positive long-term view on Verano Holdings Corp., indicating confidence in the company's value and prospects. This is generally perceived as a positive signal by the market.
Positives
- Significant increase in beneficial ownership by a prominent investment firm (Eminence Capital, LP) and its CEO, Ricky C. Sandler, signaling increased confidence in Verano Holdings Corp.
- The investment is stated to be for passive purposes, indicating a long-term, non-activist stance by the institutional investor.
Risks
- The filing explicitly states that the shares were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer, mitigating potential risks associated with activist investor involvement.
Future Outlook
The filing indicates a passive investment strategy by Eminence Capital and Ricky C. Sandler, with no stated intention to influence or change the control of Verano Holdings Corp. Their continued accumulation of shares suggests a long-term positive outlook on the company's prospects from their perspective.
Management Comments
- Ricky C. Sandler is the Chief Executive Officer of Eminence Capital, LP and also holds individual beneficial ownership in Verano Holdings Corp.
Industry Context
Verano Holdings Corp. operates in the cannabis industry. The increased stake by Eminence Capital, a notable investment firm, suggests growing institutional interest and confidence in the cannabis sector or specifically in Verano's position within it.
Stakeholder Impact
- Shareholders: The increased institutional ownership by Eminence Capital may be viewed positively, signaling confidence in the company's future and potentially attracting other investors.
- Management: While the investment is passive, a large institutional holder can still influence strategic decisions through dialogue and voting, even without seeking control.
Next Steps
- The Reporting Persons will be responsible for timely filing of subsequent amendments to this Schedule 13G as required by SEC rules, particularly if their ownership percentage changes significantly or if their investment intent shifts.
Key Dates
| Date | Description |
|---|---|
| 2022-11-11 | 324,317,749 Class A Shares outstanding reported in Company's Q3 2022 Form 10-Q. |
| 2022-11-15 | 630,164 Class A Shares issued by the Company. |
| 2022-12-20 | 619,963 Class A Shares issued by the Company. |
| 2022-12-28 | 990,782 Class A Shares issued by the Company. |
| 2022-12-31 | Date of event requiring filing; Eminence Capital and Ricky C. Sandler beneficially owned 19,462,186 and 19,476,786 Class A Shares respectively, each representing 6.0% of the class (based on 326,558,658 shares outstanding). |
| 2023-05-08 | 342,527,887 Class A Shares outstanding reported in Company's Q1 2023 Form 10-Q. |
| 2023-05-30 | Eminence Capital beneficially owned 36,092,183 Class A Shares (10.5%); Ricky C. Sandler beneficially owned 36,106,783 Class A Shares (10.5%). |
| 2023-11-06 | 343,529,456 Class A Shares outstanding reported in Company's Q3 2023 Form 10-Q. |
| 2023-12-31 | Eminence Capital beneficially owned 38,965,427 Class A Shares (11.3%); Ricky C. Sandler beneficially owned 38,980,027 Class A Shares (11.3%). |
| 2024-08-05 | 346,417,144 Class A Shares outstanding reported in Company's Q2 2024 Form 10-Q. |
| 2024-09-30 | Eminence Capital and Ricky C. Sandler beneficially owned 41,431,627 Class A Shares, each representing 12.0% of the class. |
| 2024-11-05 | 356,925,414 Class A Shares outstanding reported in Company's Q3 2024 Form 10-Q. |
| 2024-12-31 | Eminence Capital and Ricky C. Sandler beneficially owned 41,431,627 Class A Shares, each representing 11.6% of the class. |
| 2025-02-14 | Date of signing for the Schedule 13G filing. |
Keywords
Verano Holdings Corp., Eminence Capital, Ricky C. Sandler, Schedule 13G, Beneficial Ownership, Institutional Investment, Class A Subordinate Voting Shares, Cannabis Industry
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