Archos George Peter - 01 Jun 2025 Form 4 Insider Report for Verano Holdings Corp. (VRNOF)

Role: Chief Executive Officer, Director
Signature: /s/ Kevan Fisher, Attorney-in-Fact
Issuer symbol: VRNOF
Transactions as of: 01 Jun 2025
Net transactions value: -$20,348
Form type: 4
Filing time: 03 Jun 2025, 19:50:21 UTC
Previous filing: 11 Mar 2025
Next filing: 29 Aug 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Archos George Peter	Chief Executive Officer, Director	224 WEST HILL STREET, SUITE 400, CHICAGO	/s/ Kevan Fisher, Attorney-in-Fact	03 Jun 2025	0001935777

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VRNOF	Class A Subordinate Voting Shares	Options Exercise	$0	+132,638	+0.92%	$0.000000	14,606,353	02 Jun 2025	Direct	F1
transaction	VRNOF	Class A Subordinate Voting Shares	Tax liability	$20,348	-32,298	-0.22%	$0.6300	14,574,055	02 Jun 2025	Direct	F2
holding	VRNOF	Class A Subordinate Voting Shares						1,817,688	01 Jun 2025	By Copperstone Trust
holding	VRNOF	Class A Subordinate Voting Shares						204,082	01 Jun 2025	By E&P Archos Holdings, LLC	F3
holding	VRNOF	Class A Subordinate Voting Shares						204,082	01 Jun 2025	By E&P Archos Holdings II, LLC	F3
holding	VRNOF	Class A Subordinate Voting Shares						10,154,606	01 Jun 2025	By GP Management Group, LLC

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	VRNOF	Restricted Stock Units	Award	$0	+127,846	+39%	$0.000000	457,841	01 Jun 2025	Class A Subordinate Voting Shares	127,846	$0.000000	Direct	F4, F5
transaction	VRNOF	Restricted Stock Units	Options Exercise	$0	-100,279	-22%	$0.000000	357,562	01 Jun 2025	Class A Subordinate Voting Shares	100,279	$0.000000	Direct	F1, F6, F7
transaction	VRNOF	Restricted Stock Units	Options Exercise	$0	-32,359	-9%	$0.000000	325,203	02 Jun 2025	Class A Subordinate Voting Shares	32,359	$0.000000	Direct	F1, F7, F8

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	This transaction represents the settlement of vested restricted stock units into Class A Subordinate Voting Shares.
F2	Represents the number of shares of Class A Common Stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the restricted stock units and does not represent a sale.
F3	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.
F4	The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2025.
F5	Each restricted stock unit reflects a contingent right to receive one Class A Subordinate Voting Share and will vest 33.33% on June 1, 2026, 33.33% on June 1, 2027 and 33.34% on June 1, 2028.
F6	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, December 1, 2024 and June 1, 2025, and will thereafter vest 25% on December 1, 2025.
F7	The restricted stock units disposed in this transaction settled on June 2, 2025.
F8	The restricted stock units were granted under the Verano Holdings Corp. Stock and Incentive Plan on June 1, 2024. Each restricted stock unit reflects a contingent right to receive one Class A Subordinate Voting Share and vested 25% on June 1, 2025, and thereafter will vest 25% on each of December 1, 2025, June 1, 2026 and December 1, 2026.