John Allen Tipton - 07 Mar 2025 Form 4 Insider Report for Verano Holdings Corp. (VRNOF)

Role: President of the Southern Region, Director
Signature: /s/ Kevan Fisher, Attorney-in-Fact
Issuer symbol: VRNOF
Transactions as of: 07 Mar 2025
Transactions value $: -$16,797
Form type: 4
Filing time: 11 Mar 2025, 19:06:25 UTC
Previous filing: 18 Jun 2024
Next filing: 03 Jun 2025
SEC: View on sec.gov

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	+64.6K	+1.99%	$0.00	3.31M	07 Mar 2025	Direct	F1
transaction	VRNOF	Class A Subordinate Voting Shares	Sale	-$16.8K	-25.8K	-0.78%	$0.65	3.28M	10 Mar 2025	Direct	F2

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	Options Exercise	$0	+91.8K	+42.82%	$0.00	306K	07 Mar 2025	Class A Subordinate Voting Shares	91.8K	$0.00	Direct	F1, F3, F4, F5

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

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id	Content
F1	This transaction represents the settlement of vested restricted stock units into Class A Subordinate Voting Shares.
F2	This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 28, 2023. All shares were sold at a price of $0.6501.
F3	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 vest 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.
F4	The restricted stock units disposed in this transaction settled on March 7, 2025.
F5	The restricted stock units were net-settled to satisfy tax withholding obligations, resulting in the issuance of 64,593 Class A subordinate voting shares.

Remarks:

President of the Southern Region