George Peter Archos - Mar 7, 2025 Form 4 Insider Report for Verano Holdings Corp. (VRNOF)

Role: Chief Executive Officer, Director
Signature: /s/ Kevan Fisher, Attorney-in-Fact
Stock symbol: VRNOF
Transactions as of: Mar 7, 2025
Transactions value $: $0
Form type: 4
Date filed: 3/11/2025, 06:12 PM
Previous filing: Dec 17, 2024
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	+70.5K	+0.49%	$0.00	14.5M	Mar 7, 2025	Direct	F1
holding	VRNOF	Class A Subordinate Voting Shares						1.82M	Mar 7, 2025	By Copperstone Trust
holding	VRNOF	Class A Subordinate Voting Shares						204K	Mar 7, 2025	By E&P Archos Holdings, LLC	F2
holding	VRNOF	Class A Subordinate Voting Shares						204K	Mar 7, 2025	By E&P Archos Holdings II, LLC	F2
holding	VRNOF	Class A Subordinate Voting Shares						10.2M	Mar 7, 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	Options Exercise	$0	-100K	-23.31%	$0.00	330K	Mar 7, 2025	Class A Subordinate Voting Shares	100K	$0.00	Direct	F1, F3, F4, F5

* 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	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.
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 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.
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 70,546 Class A subordinate voting shares.