Sec Form 4 Filing - Archos George Peter @ Verano Holdings Corp. - 2025-03-07

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Archos George Peter 2. Issuer Name and Ticker or Trading Symbol Verano Holdings Corp. [ VRNOF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 224 WEST HILL STREET, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 03/07/2025 (Street) CHICAGO, IL60610 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Subordinate Voting Shares 03/07/2025 M( 1 ) 70,546 A $ 0 14,473,715 D Class A Subordinate Voting Shares 1,817,688 I By Copperstone Trust Class A Subordinate Voting Shares 204,082 ( 2 ) I By E&P Archos Holdings, LLC Class A Subordinate Voting Shares 204,082 ( 2 ) I By E&P Archos Holdings II, LLC Class A Subordinate Voting Shares 10,154,606 I By GP Management Group, LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 3 ) $ 0 03/07/2025 M( 1 ) 100,280 ( 4 ) ( 4 ) Class A Subordinate Voting Shares 100,280 ( 5 ) $ 0 329,995 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Archos George Peter 224 WEST HILL STREET, SUITE 400 CHICAGO, IL60610 X Chief Executive Officer Signatures /s/ Kevan Fisher, Attorney-in-Fact 03/11/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction represents the settlement of vested restricted stock units into Class A Subordinate Voting Shares. ( 2 )Due to the Reporting Person's 2% membership interest in the LLCs, the Reporting Person may be deemed to beneficially own the number of Shares detailed in Table I. This filing shall not be deemed an admission that such Reporting Person is, for purposes of section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of the equity securities reported in Table I owned by the LLCs. Mr. Archos expressly disclaims his beneficial ownership of the Shares reported in Table I owned by the LLCs. ( 3 )The restricted stock units disposed in this transaction were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2023. Each restricted stock unit reflects a contingent right to receive one Class A Subordinate Voting Share and vested 25% on each of June 1, 2024 and December 1, 2024 and will thereafter vest 25% on each of June 1, 2025 and December 1, 2025. ( 4 )The restricted stock units disposed in this transaction settled on March 7,2025. ( 5 )The restricted stock units were net-settled to satisfy tax withholding obligations, resulting in the issuance of 70,546 Class A subordinate voting shares.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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